Subject to Completion Preliminary Term Sheet dated October
20, 2016 | Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-202354 (To Prospectus dated May 1, 2015, Prospectus Supplement dated October 17, 2016 and Product Supplement EQUITY INDICES SUN-1 dated January 22, 2016) |
Units $10 principal amount per unit CUSIP No. | Pricing Date* Settlement Date* Maturity Date* | October , 2016 November , 2016 October , 2018 | |||
*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date") | |||||
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index ■ Maturity of approximately two years, if not called prior to maturity ■ Automatic call of the notes per unit at $10 plus the Call Premium ($0.90 on the Observation Date) if the Index is flat or increases above 100% of the Starting Value on the Observation Date ■ The Observation Date will occur approximately one year after the pricing date ■ If the notes are not called, at maturity: ■ a return of [17% to 23]% if the Index is flat or increases up to the Step Up Value ■ a return equal to the percentage increase in the Index if the Index increases above the Step Up Value ■ 1-to-1 downside exposure to decreases in the Index, with up to 100% of your principal at risk ■ All payments are subject to the credit risk of Bank of America Corporation ■ No periodic interest payments ■ In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 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 BAC | $9.80 | $ |
(1) | For any purchase of 500,000 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 Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Terms of the Notes | |||
Issuer: | Bank of America Corporation (BAC) | Call Settlement Date: | Approximately the fifth business day following the Observation Date, subject to postponement if the Observation Date is postponed, as described on page PS-19 of product supplement EQUITY INDICES SUN-1. |
Principal Amount: | $10.00 per unit | Call Premium: | $0.90 per unit if called on November , 2017 (which represents a return of 9.00% over the principal amount). |
Term: | Approximately two years, if not called | Ending Value: | The closing level of the Market Measure on the scheduled calculation day. The calculation day is subject to postponement in the event of Market Disruption Events, as described beginning on page PS-19 of product supplement EQUITY INDICES SUN-1. |
Market Measure: | PHLX Housing SectorSM Index (Bloomberg symbol: HGX), a price return index | Step Up Value: | [117% to 123%] of the Starting Value. The actual Step Up Value will be determined on the pricing date. |
Starting Value: | The closing level of the Market Measure on the pricing date | Step Up Payment: | [$1.70 to $2.30] per unit, which represents a return of [17% to 23%] over the principal amount. The actual Step Up Payment will be determined on the pricing date. |
Observation Level: | The closing level of the Market Measure on the Observation Date. | Threshold Value: | 100% of the Starting Value. |
Observation Date: | On or about November , 2017, subject to postponement in the event of Market Disruption Events, as described on page PS-19 of product supplement EQUITY INDICES SUN-1. | Calculation Day: | Approximately the fifth scheduled Market Measure Business Day immediately preceding the maturity date. |
Call Level: | 100% of the Starting Value | Fees and Charges: | The underwriting discount of $0.20 per unit listed on the cover page and the hedging related charge of $0.075 per unit described in Structuring the Notes beginning on page TS-14. |
Call Amount (per Unit): | $10.90 if called on November , 2017. | Calculation Agent: | Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), a subsidiary of BAC. |
Autocallable Market-Linked Step Up Notes | TS-2 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Autocallable Market-Linked Step Up Notes | TS-3 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
■ | Product supplement EQUITY INDICES SUN-1 dated January 22, 2016: http://www.sec.gov/Archives/edgar/data/70858/000119312516435374/d128816d424b5.htm |
■ | Series L MTN prospectus supplement dated October 17, 2016 and prospectus dated May 1, 2015: http://www.sec.gov/Archives/edgar/data/70858/000119312516739873/d266214d424b3.htm">https://www.sec.gov/Archives/edgar/data/70858/000119312516739873/d266214d424b3.htm |
You may wish to consider an investment in the notes if: | The notes may not be an appropriate investment for you if: |
■ You are willing to receive a return on your investment capped at the return represented by the Call Premium if the Observation Level is equal to or greater than the Call Level. ■ You anticipate that the notes will be automatically called or the Index will increase from the Starting Value to the Ending Value. ■ You are willing to risk a loss of principal and return if the notes are not automatically called and the Index decreases from the Starting Value to the Ending 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 the stocks included in the Index. ■ 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 actual and perceived creditworthiness, our internal funding rate and fees and charges on the notes. ■ You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Call Amount or the Redemption Amount, as applicable. | ■ You want to hold your notes for the full term. ■ You believe that the notes will not be automatically called and the Index will decrease from the Starting Value to the Ending Value. ■ 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. |
Autocallable Market-Linked Step Up Notes | TS-4 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Market-Linked Step Up Notes | This graph reflects the returns on the notes, based on a Threshold Value of 100% of the Starting Value, a Step Up Payment of $2.00 per unit (the midpoint of the Step Up Payment range of [$1.70 to $2.30]) and a Step Up Value of 120% of the Starting Value (the midpoint of the Step Up Value range of [117% to 123%]). The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index, excluding dividends. This graph has been prepared for purposes of illustration only. |
Ending Value | Percentage Change from the Starting Value to the Ending Value | Redemption Amount per Unit | Total Rate of Return on the Notes |
0.00 | -100.00% | $0.00 | -100.00% |
50.00 | -50.00% | $5.00 | -50.00% |
80.00 | -20.00% | $8.00 | -20.00% |
90.00 | -10.00% | $9.00 | -10.00% |
94.00 | -6.00% | $9.40 | -6.00% |
97.00 | -3.00% | $9.70 | -3.00% |
100.00(1)(2) | 0.00% | $12.00(3) | 20.00% |
102.00 | 2.00% | $12.00 | 20.00% |
105.00 | 5.00% | $12.00 | 20.00% |
110.00 | 10.00% | $12.00 | 20.00% |
120.00(4) | 20.00% | $12.00 | 20.00% |
130.00 | 30.00% | $13.00 | 30.00% |
132.00 | 32.00% | $13.20 | 32.00% |
140.00 | 40.00% | $14.00 | 40.00% |
150.00 | 50.00% | $15.00 | 50.00% |
160.00 | 60.00% | $16.00 | 60.00% |
(1) | The hypothetical Starting Value of 100 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value for the Market Measure. |
(2) | This is the hypothetical Threshold Value. |
(3) | This amount represents the sum of the principal amount and the hypothetical Step Up Payment of $2.00. |
(4) | This is the hypothetical Step Up Value. |
Autocallable Market-Linked Step Up Notes | TS-5 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Example 1 | |
The Ending Value is 90.00, or 90.00% of the Starting Value: | |
Starting Value: 100.00 | |
Threshold Value: 100.00 | |
Ending Value: 90.00 | |
Redemption Amount per unit |
Example 2 | |
The Ending Value is 110.00, or 110.00% of the Starting Value: | |
Starting Value: 100.00 | |
Step Up Value: 120.00 | |
Ending Value: 110.00 | |
Redemption Amount per unit, the principal amount plus the Step Up Payment, since the Ending Value is equal to or greater than the Starting Value, but less than the Step Up Value. |
Example 3 | |
The Ending Value is 132.00, or 132.00% of the Starting Value: | |
Starting Value: 100.00 | |
Step Up Value: 120.00 | |
Ending Value: 132.00 | |
Redemption Amount per unit |
Autocallable Market-Linked Step Up Notes | TS-6 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
■ | If the notes are not automatically called, depending on the performance of the Index as measured shortly before the maturity date, 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 actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment. |
■ | If the notes are called, your investment return is limited to the return represented by the Call Premium. |
■ | Your investment return may be less than a comparable investment directly in the stocks included in the Index. |
■ | 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, our 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 level of the Index, our 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 beginning on page TS-14. 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, MLPF&S or any of our 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 Index, our creditworthiness and changes in market conditions. |
■ | A trading market is not expected to develop for the notes. Neither we nor MLPF&S 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. |
■ | Our business activities as a full service financial institution, including our commercial and investment banking activities, our hedging and trading activities (including trades in shares of companies included in the Index) and any hedging and trading activities we engage in for our clients’ accounts, may affect the market value and return of the notes and may create conflicts of interest with you. |
■ | The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests. |
■ | You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities. |
■ | While we or our affiliates may from time to time own securities of companies included in the Index we do not control any company included in the Index, and are not responsible for any disclosure made by any other company. |
■ | 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 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-26 of product supplement EQUITY INDICES SUN-1. |
Autocallable Market-Linked Step Up Notes | TS-7 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
● | employment levels and job growth; |
● | the availability of financing for home buyers; |
● | market interest rates; |
● | consumer confidence; |
● | housing demand and real estate values; |
● | the availability of suitable undeveloped land; |
● | raw material and labor shortages and price fluctuations; |
● | federal, state, and local laws and regulations concerning the development of land, housing construction, home sales, consumer financing, and environmental protection; |
● | competition among companies which engage in the housing construction business; and |
● | the supply of homes and other housing alternatives. |
Autocallable Market-Linked Step Up Notes | TS-8 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
■ | the security must be listed on the New York Stock Exchange, the Nasdaq Stock Market, or NYSE Amex Equities U.S.; |
■ | the issuer of the security must be classified, as reasonably determined by NASDAQ OMX, as a company whose primary business is associated with the U.S. housing construction market under certain Industry Classification Benchmark codes, which are products of FTSE International Limited and are licensed for use by the Index Sponsor; |
■ | only one class of security per issuer is allowed; |
■ | the security must have a market capitalization of at least $100 million; |
■ | the security must have traded at least 1.5 million shares in each of the last six months; |
Autocallable Market-Linked Step Up Notes | TS-9 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
■ | the security must have listed options on a recognized options market in the U.S. or be eligible for listed-options trading on a recognized options market in the U.S.; |
■ | the security may not be issued by an issuer currently in bankruptcy proceedings; |
■ | the issuer of the security may not have entered into a definitive agreement or other arrangement which would likely result in the security no longer being eligible for the Index; |
■ | the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn; and |
■ | the issuer of the security must have seasoned on a recognized market for at least six months; in the case of spin-offs, the operating history of the spin-off will be considered. |
■ | no single Index Security is greater than 20% of the weight of the Index, and the top five Index Securities do not constitute more than 55% of the weight of the Index; and |
■ | no more than 15% of the weight of the Index is composed of non-U.S. component securities that are not subject to comprehensive surveillance agreements. |
■ | the security must be listed on the New York Stock Exchange, the Nasdaq Stock Market, or NYSE Amex Equities U.S.; |
■ | the issuer of the security must be classified, as reasonably determined by NASDAQ OMX, as a company whose primary business is associated with the U.S. housing sector; |
■ | the security must have a market capitalization of at least $60 million; |
■ | the security may not be issued by an issuer currently in bankruptcy proceedings; and |
■ | the issuer of the security may not have annual financial statements with an audit opinion that is currently withdrawn. |
■ | no single Index Security is greater than 25% of the weight of the Index, and the top five Index Securities do not constitute more than 60% of the weight of the Index (measured semi-annually on the first trading day in January and July); |
■ | no more than 18% of the weight of the Index is composed of non-U.S. Index Securities that are not subject to comprehensive surveillance agreements; |
■ | the total number of Index Securities has not increased or decreased by 33 1/3% of the Index and in no event will be less than nine; |
■ | Index Securities representing at least 95% of the weight of the Index have a market capitalization of at least $75 million; |
■ | Index Securities representing at least 92% of the weight of the Index and at least 82% of the total number of Index Securities meet the security options eligibility rules; |
■ | Index Securities must have trading volume of at least 600,000 shares for each of the last six months, except that for each of the lowest weighted Index Securities that in the aggregate account for no more than 5% of the weight of the Index, trading volume must be at least 500,000 shares for each of the last six months; and |
■ | the lesser of the five highest weighted Index Securities or the highest weighted Index Securities that in the aggregate represent at least 30% of the total number of Index Securities each have had an average monthly trading volume of at least 1,250,000 shares over the past six months. |
Autocallable Market-Linked Step Up Notes | TS-10 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Company | Percentage of Index Weighting |
Weyerhaeuser Company | 14.38% |
Vulcan Materials Company | 13.03% |
Masco Corporation | 8.24% |
Fidelity National Financial, Inc. | 8.18% |
D.R. Horton, Inc. | 7.96% |
Lennar Corporation | 7.87% |
Pultegroup Inc. | 7.16% |
Lennox International Inc. | 6.80% |
Owens Corning | 6.14% |
Toll Brothers, Inc. | 5.07% |
CalAtlantic Group, Inc. | 4.18% |
Radian Group Inc. | 2.84% |
Armstrong World Industries, Inc. | 2.33% |
Meritage Homes Corporation | 1.39% |
KB Home | 1.28% |
M.D.C. Holdings, Inc. | 1.24% |
LendingTree, Inc. | 1.12% |
M/I Homes, Inc. | 0.55% |
Hovnanian Enterprises, Inc. | 0.23% |
* Rounded to two decimal places. |
Autocallable Market-Linked Step Up Notes | TS-11 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Autocallable Market-Linked Step Up Notes | TS-12 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
Autocallable Market-Linked Step Up Notes | TS-13 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
● | 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. |
Autocallable Market-Linked Step Up Notes | TS-14 |
Autocallable Market-Linked Step Up Notes Linked to the PHLX Housing SectorSM Index, due October , 2018 |
■ | 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 Index. |
■ | Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning on page 99 of the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange, or redemption 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 IRS or any court will agree with this characterization and tax treatment. |
Autocallable Market-Linked Step Up Notes | TS-15 |
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