Obligation Bank of America 5.125% ( US060505FP42 ) en USD

Bank of America

100 % ⇌

Etas-Unis

US060505FP42 ( en USD )

5.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Bank of America US060505FP42 en USD 5.125%, échéance Perpétuelle

1 000 USD

1 000 000 000 USD

060505FP4

BBB- ( Qualité moyenne inférieure )

N/A

20/06/2025 ( Dans 63 jours )

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US060505FP42, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US060505FP42, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224523
1,000,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series JJ
Bank of America Corporation is offering depositary shares, each representing a 1/25th interest in a share of our perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series JJ, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). Each depositary share entitles the
holder, through the depository for the Preferred Stock, to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by the depositary share.
We may at our option redeem the Preferred Stock at any time on or after June 20, 2024, in whole or in part, at a redemption price equal to $25,000 per share (equivalent to $1,000
per depositary share), plus any accrued and unpaid dividends for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared
dividends. We also may redeem the Preferred Stock upon the occurrence of certain events involving capital treatment as described in this prospectus supplement. Redeeming the
Preferred Stock will cause the corresponding depositary shares to be redeemed.
Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by our board of directors or a duly authorized committee of our board, and to the extent we
have funds legally available for the payment of dividends, cash dividends (1) at a fixed rate equal to 5.125% per annum (equivalent to $51.25 per depositary share per annum),
payable semi-annually, for each dividend period from, and including, June 20, 2019 (the "original issue date") to, but excluding, June 20, 2024, and (2) at a floating rate initially
equal to three-month U.S. dollar LIBOR (as defined in this prospectus supplement), plus a spread of 3.292% per annum, payable quarterly, for each dividend period from, and
including, June 20, 2024.
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date (as each term is defined in this prospectus supplement) will occur with
respect to three-month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then dividends on the Preferred Stock
during the Floating Rate Period (as defined in this prospectus supplement) thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by
reference to a Benchmark Replacement (as defined in this prospectus supplement). See "Description of the Preferred Stock--Dividends--Effect of Benchmark Transition Event"
and "Risk Factors--Additional Considerations Relating to LIBOR and a Benchmark Transition Event" and "--Additional Considerations Relating to the Secured Overnight
Financing Rate" in this prospectus supplement for more information.
When, as, and if declared by our board of directors or a duly authorized committee of our board, we will make the semi-annual dividend payments, in arrears, on June 20 and
December 20 of each year beginning on December 20, 2019, and the quarterly dividend payments, in arrears, on March 20, June 20, September 20, and December 20 of each year
beginning on September 20, 2024. Dividends on the Preferred Stock will not be cumulative.
We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange.
Investing in the depositary shares involves risks, including the risks that actions by regulators and the terms of certain of our debt securities may prevent us from paying
dividends on the Preferred Stock under certain circumstances. See "Risk Factors" beginning on page S-9.
The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank. The depositary shares are not guaranteed by Bank of America, N.A. or
any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.
Per Depositary Share
Total
Public offering price(1)
$
1,000.00
$1,000,000,000.00
Underwriting commissions
$
10.00
$
10,000,000.00
Proceeds to Bank of America Corporation (before expenses)(1)
$
990.00
$ 990,000,000.00
(1) The public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original
issuance, expected to be June 20, 2019.
The underwriters expect to deliver the depositary shares in book-entry only form through the facilities of The Depository Trust Company on or about June 20, 2019.
Sole Book-Runner
BofA Merrill Lynch
Academy Securities
Loop Capital Markets
Tribal Capital Markets, LLC
Telsey Advisory Group
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TABLE OF CONTENTS
Prospectus Supplement
Page
Page
Concerning the Trustees
56
About this Prospectus Supplement
S-3
Governing Law
57
Summary
S-5
Description of Warrants
58
Risk Factors
S-9
General
58
Use of Proceeds
S-20
Description of Securities Warrants
58
Description of the Preferred Stock
S-21
Description of Index Warrants
59
General
S-21
Description of Currency Warrants
59
Dividends
S-22
Modification
60
Liquidation Rights
S-30
Enforceability of Rights of Warrantholders, No Trust Indenture Act Protection
60
Optional Redemption
S-31
Description of Purchase Contracts
61
Voting Rights
S-33
General
61
Preemptive and Conversion Rights
S-34
Purchase Contract Property
61
Outstanding Preferred Stock
S-34
Information in Supplement
61
Authorized Classes of Preferred Stock
S-36
Prepaid Purchase Contracts; Applicability of Indenture
62
Additional Classes or Series of Stock
S-37
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection
63
Depository, Transfer Agent, and Registrar
S-37
Pledge by Holders to Secure Performance
63
Calculation Agent
S-38
Settlement of Purchase Contracts that Are Part of Units
63
Description of the Depositary Shares
S-39
Failure of Holder to Perform Obligations
64
General
S-39
Description of Units
65
Dividends and Other Distributions
S-39
General
65
Redemption of Depositary Shares
S-40
Unit Agreements: Prepaid, Non-Prepaid, and Other
65
Voting the Preferred Stock
S-40
Modification
66
Form and Notices
S-40
Enforceability of Rights of Unitholders; No Trust Indenture Act Protection
66
Registration and Settlement
S-41
Description of Preferred Stock
67
Book-Entry System
S-41
General
67
Same Day Settlement
S-41
Dividends
68
Payment of Dividends
S-41
Voting
68
Notices
S-42
Liquidation Preference
68
U.S. Federal Income Tax Considerations
S-43
Preemptive Rights
69
ERISA Considerations
S-44
Existing Preferred Stock
69
Underwriting (Conflicts of Interest)
S-45
Additional Classes or Series of Stock
106
Selling Restrictions
S-46
Description of Depositary Shares
107
Legal Matters
S-48
General
107
Terms of the Depositary Shares
107
Prospectus
Withdrawal of Preferred Stock
107
Page
Dividends and Other Distributions
108
About this Prospectus
3
Redemption of Depositary Shares
108
Prospectus Summary
4
Voting the Deposited Preferred Stock
108
Risk Factors
9
Amendment and Termination of the Deposit Agreement
109
Risks Relating to Regulation Resolution Strategies and Long-Term Debt
Charges of Depository
109
Requirements
9
Miscellaneous
109
Risks Relating to Debt Securities
10
Resignation and Removal of Depository
109
Risks Related to Our Common Stock and Preferred Stock
13
Description of Common Stock
110
Risks Relating to Certain Floating Rate Securities
15
General
110
Other Risks
15
Voting and Other Rights
110
Currency Risks
16
Dividends
110
Bank of America Corporation
20
Certain Anti-Takeover Matters
111
Use of Proceeds
20
Registration and Settlement
112
Description of Debt Securities
21
Book-Entry Only Issuance
112
General
21
Definitive Securities
112
Financial Consequences to Unsecured Debtholders of Single Point of Entry
Street Name Owners
113
Resolution Strategy
21
Legal Holders
113
The Indentures
22
Special Considerations for Indirect Owners
113
Form and Denomination of Debt Securities
23
Depositories for Global Securities
114
Different Series of Debt Securities
24
Special Considerations for Global Securities
119
Fixed-Rate Notes
26
U.S. Federal Income Tax Considerations
122
Floating-Rate Notes
26
Taxation of Debt Securities
123
Fixed/Floating-Rate Notes
36
Taxation of Common Stock, Preferred Stock, and Depositary Shares
138
Original Issue Discount Notes
36
Taxation of Warrants
143
Payment of Principal, Interest, and Other Amounts Payable
36
Taxation of Purchase Contracts
143
No Sinking Fund
40
Taxation of Units
143
Redemption
40
Reportable Transactions
143
Repayment
45
Foreign Account Tax Compliance Act
144
Repurchase
45
Plan of Distribution (Conflicts of Interest)
145
Conversion
45
Distribution Through Underwriters
145
Exchange, Registration, and Transfer
45
Distribution Through Dealers
146
Subordination
46
Distribution Through Agents
146
Sale or Issuance of Capital Stock of Banks
47
Direct Sales
146
Limitation on Mergers and Sales of Assets
48
General Information
146
Waiver of Covenants
48
Market-Making Transactions by Affiliates
147
Modification of the Indentures
48
Conflicts of Interest
147
Meetings and Action by Securityholders
49
ERISA Considerations
149
Events of Default and Rights of Acceleration; Covenant Breaches
49
Where You Can Find More Information
152
Collection of Indebtedness and Suits for Enforcement by Trustee
50
Forward-Looking Statements
153
Limitation on Suits
51
Legal Matters
154
Payment of Additional Amounts
51
Experts
154
Redemption for Tax Reasons
55
Defeasance and Covenant Defeasance
55
Satisfaction and Discharge of the Indenture
56
Notices
56
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the Preferred Stock and the related depositary shares, and supplements the description
of our preferred stock and depositary shares included in the attached prospectus. We have not authorized anyone to provide you with any information
other than that contained or incorporated by reference in this prospectus supplement or the attached prospectus. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. If information in this prospectus supplement is inconsistent
with the attached prospectus, the information in this prospectus supplement supersedes the information in the attached prospectus. You should not
assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus is accurate as of any date
other than its respective date.
This prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the depositary shares
in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the attached prospectus and the
offering of the depositary shares in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the attached
prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus
supplement and the attached prospectus must inform themselves about and observe any restrictions relating to the offering of the depositary shares and
the distribution of this prospectus supplement and the attached prospectus outside of the United States. See "Underwriting (Conflicts of Interest)
--Selling Restrictions."
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of depositary shares in any Member
State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including
the Directive 2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") will
be made under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the depositary shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of any
depositary shares which are contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no
obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the underwriters have authorized, and neither
we nor they authorize, the making of any offer of the depositary shares in circumstances in which an obligation arises for us or any underwriter to
publish or supplement a prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the
accompanying prospectus constitutes an approved prospectus for the purposes of the Prospective Directive.
IMPORTANT--EEA RETAIL INVESTORS--The depositary shares are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, ("MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended or superseded, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the depositary shares or otherwise making
them available to retail investors in the EEA has been prepared and therefore
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offering or selling the depositary shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Unless otherwise indicated or the context requires otherwise, all references in this prospectus supplement to "Bank of America," "the
Corporation," "we," "us," and "our" are to Bank of America Corporation excluding its consolidated subsidiaries. Capitalized terms used, but not
defined, in this prospectus supplement are defined in the attached prospectus.
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SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read in conjunction with, the
information contained in this prospectus supplement and in the attached prospectus.
Securities Offered
We are offering depositary shares representing interests in our Preferred Stock, with each share of Preferred Stock having a liquidation
preference of $25,000 per share (equivalent to $1,000 per depositary share). Each depositary share represents a 1/25th interest in a share of the
Preferred Stock. Each depositary share entitles the holder to a proportional fractional interest in the Preferred Stock represented by that depositary
share, including dividend, voting, redemption, and liquidation rights.
We may elect from time to time to issue additional depositary shares representing interests in the Preferred Stock, without notice to, or
consent from, the existing holders of the depositary shares, and all those additional depositary shares would be deemed to form a single series with
the depositary shares representing interests in the Preferred Stock, described by this prospectus supplement and the attached prospectus.
Dividends
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-
month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then dividends on the
Preferred Stock during the Floating Rate Period thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by
reference to a Benchmark Replacement, and, in connection with the implementation of the applicable Benchmark Replacement, we or the
calculation agent (after consulting with us) will have the right from time to time to make Benchmark Replacement Conforming Changes as set forth
in this prospectus supplement under the heading "Description of the Preferred Stock--Dividends--Effect of Benchmark Transition Event.
Dividend Rate. We will pay cash dividends on the Preferred Stock only when, as, and if declared by our board of directors or a duly
authorized committee of our board, and, to the extent that we have funds legally available for the payment of such dividends, from, and including,
the original issue date to, but excluding, June 20, 2024, at a fixed rate of 5.125% per annum (equivalent to $51.25 per depositary share per annum),
payable semi-annually, in arrears (the "Fixed Rate Period"). Thereafter, we will pay cash dividends on the Preferred Stock only when, as, and if
declared by our board of directors or a duly authorized committee of our board and, to the extent that we have funds legally available for the
payment of such dividends, at a floating rate equal to three-month U.S. dollar LIBOR, plus a spread of 3.292% per annum, payable quarterly, in
arrears beginning June 20, 2024 (the "Floating Rate Period"). Each such rate during the Fixed Rate Period or Floating Rate Period is a "dividend
rate."
Dividend Payment Dates. Cash dividends on the Preferred Stock will be payable when, as, and if declared by our board of directors or a duly
authorized committee of our board, and to the extent that we have funds legally available for the payment of such dividends, semi-annually, in
arrears, during the Fixed Rate Period on June 20 and December 20 of each year, beginning on December 20, 2019 to June 20 , 2024, and,
thereafter, quarterly, in arrears, during the Floating Rate Period on March 20, June 20, September 20, and December 20 of each year, beginning on
September 20 , 2024. Dividend payment dates are subject to adjustment for non-business days as described below under "Description of the
Preferred Stock--Dividends--Dividend Payment Dates."
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Non-Cumulative Dividends. Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our board of directors or
a duly authorized committee of our board does not declare a dividend on the Preferred Stock for a dividend period (as defined herein) prior to the
related dividend payment date, that dividend will not cumulate and will cease to accrue, and we will have no obligation to pay a dividend for that
dividend period on the applicable dividend payment date or at any time in the future, whether or not our board of directors or a duly authorized
committee of our board declares a dividend on the Preferred Stock or any other series of our preferred stock or common stock for any future
dividend period. A "dividend period" is the period from, and including, a dividend payment date to, but excluding, the next dividend payment date,
except that the initial dividend period will begin on and include the original issue date of the depositary shares and the Preferred Stock.
In addition, regulatory policies and requirements could restrict our ability to pay dividends on our equity securities, including the Preferred
Stock. Further, our ability to pay dividends on our equity securities, including the Preferred Stock, depends upon our receipt of funds from our
subsidiaries, and applicable laws and regulations, and actions we have taken pursuant to our resolution plan, could restrict the ability of our
subsidiaries to transfer funds to us. See "Risk Factors."
Priority of Dividends. So long as any share of Preferred Stock remains outstanding, (1) no dividend will be declared and paid or set aside for
payment and no distribution will be declared and made or set aside for payment on any junior stock (as defined below under "Description of the
Preferred Stock--Dividends--Priority of Dividends") (other than a dividend payable solely in shares of junior stock), (2) no shares of junior stock
will be repurchased, redeemed, or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of
junior stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and
other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor will any monies be paid to or
made available for a sinking fund for the redemption of any such securities by us, and (3) no shares of parity stock (as defined below under
"Description of the Preferred Stock--Dividends--Priority of Dividends") will be repurchased, redeemed, or otherwise acquired for consideration
by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and such parity stock, except by
conversion into or exchange for shares of junior stock, during a dividend period, unless, in each case, the full dividends for the immediately
preceding dividend period on all outstanding shares of the Preferred Stock have been paid in full or declared and a sum sufficient for the payment
of those dividends has been set aside. The foregoing limitations do not apply to purchases or acquisitions of our junior stock pursuant to any
employee or director incentive or benefit plan or arrangement (including any of our employment, severance, or consulting agreements) of ours or of
any of our subsidiaries.
Except as provided below, for so long as any share of Preferred Stock remains outstanding, we will not declare, pay, or set aside for payment,
dividends on any parity stock, unless we have paid in full, or set aside payment in full, all dividends for the immediately preceding dividend period
for outstanding shares of Preferred Stock. To the extent that we declare dividends on the Preferred Stock and on any parity stock but cannot make
full payment of those declared dividends, we will allocate the dividend payments on a pro rata basis among the holders of shares of Preferred Stock
and the holders of any parity stock. For purposes of calculating the pro rata allocation of partial dividend payments, we will allocate dividend
payments based on the ratio between the dividend payments due on shares of Preferred Stock and the aggregate of the current and accrued
dividends due on any parity stock.
Subject to the conditions described above, and not otherwise, dividends (payable in cash, stock, or otherwise), as may be determined by the
board of directors or a duly authorized committee of our
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board, may be declared and paid on our common stock and any other securities junior to the Preferred Stock from time to time out of any funds
legally available for such payment, and the holders of the Preferred Stock shall not be entitled to participate in those dividends.
See "Description of the Preferred Stock--Dividends" beginning on page S-22 for more information about the payment of dividends.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred Stock, in whole or in part, at any time on or after
June 20, 2024, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends
for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared dividends. In addition, at any
time within 90 days after a "capital treatment event," as defined herein, we may provide notice to holders of the Preferred Stock that we will
redeem the Preferred Stock and subsequently redeem, out of funds legally available therefor, the Preferred Stock, in whole but not in part, at a
redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any accrued and unpaid dividends for the then-current
dividend period to, but excluding, the redemption date, without accumulation of any undeclared dividends. Redemption of the Preferred Stock is
subject to our receipt of any required prior approval of the Board of Governors of the Federal Reserve System, or the "Federal Reserve," or other
appropriate federal banking agency. Our redemption of the Preferred Stock will cause the redemption of the corresponding depositary shares.
Neither the holders of the Preferred Stock nor the holders of the related depositary shares will have the right to require redemption.
Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution, or winding up, the holders of the Preferred Stock are entitled to receive
out of our assets available for distribution to stockholders, before any distribution of assets is made to holders of our common stock or any of our
other stock ranking junior to the Preferred Stock as to such distribution, a liquidating distribution of $25,000 per share (equivalent to $1,000 per
depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends. Distributions will be made only to the
extent of our assets remaining available after payment of indebtedness and satisfaction of all other liabilities to creditors and subject to the rights of
holders of any securities ranking senior to the Preferred Stock and pro rata as to the Preferred Stock and any other shares of our stock ranking
equally as to such distribution.
Voting Rights
The holders of depositary shares of the Preferred Stock do not have voting rights, except as specifically required by Delaware law and except
as provided below under "Description of the Preferred Stock--Voting Rights" and "Description of the Depositary Shares--Voting the Preferred
Stock" in this prospectus supplement.
Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation, dissolution, or winding up, equally
with our outstanding series of preferred stock described in this prospectus supplement under "Description of the Preferred Stock--General," and
senior to our common stock. The Preferred Stock will be junior to our existing and future indebtedness.
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Preemptive and Conversion Rights
The holders of the Preferred Stock do not have any preemptive or conversion rights.
Use of Proceeds
We intend to use the net proceeds from the sale of the depositary shares representing interests in the Preferred Stock for general corporate
purposes, including, but not limited to, the repurchase or redemption of outstanding preferred securities. "See "Use of Proceeds."
Depository, Transfer Agent, and Registrar
Computershare Trust Company, N.A. will serve as depository, transfer agent, and registrar for the Preferred Stock and transfer agent and
registrar for the depositary shares.
Calculation Agent
For purposes of calculating the dividend rate during the Floating Rate Period, we will enter into an agreement with The Bank of New York
Mellon Trust Company, N.A. to act as calculation agent. We may remove the calculation agent at any time, and we may appoint a replacement
calculation agent, which may be an affiliate of ours, without your consent and without notifying you of the change.
Conflicts of Interest
BofA Securities, Inc., the sole book-runner for this offering, is our affiliate. As such, BofA Securities, Inc. has a "conflict of interest" in this
offering within the meaning of Financial Industry Regulatory Authority ("FINRA") Rule 5121. Consequently, this offering is being conducted in
compliance with the provisions of FINRA Rule 5121. BofA Securities, Inc. is not permitted to sell depositary shares in this offering to an account
over which it exercises discretionary authority without the prior specific written approval of the account holder. For more information, see
"Underwriting (Conflicts of Interest)."
Risk Factors
See "Risk Factors" beginning on page S-9 in this prospectus supplement for a discussion of the risks you should consider carefully before
deciding to invest in the depositary shares.
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RISK FACTORS
Your investment in the depositary shares involves risks. This prospectus supplement does not describe all of those risks.
In consultation with your own financial and legal advisors, you should consider carefully the following risks as well as the risks related to our
preferred stock set forth in the attached prospectus beginning on page 9 before deciding whether an investment in the depositary shares is suitable for
you. The depositary shares are not an appropriate investment for you if you are not knowledgeable about significant features of the depositary shares,
the Preferred Stock, or financial matters in general. You should not purchase depositary shares unless you understand and know that you can bear these
investment risks.
You should review carefully the information in this prospectus supplement and the attached prospectus about the Preferred Stock, depositary
shares, and other securities. For more information regarding risks that may materially affect our business and results, please refer to the information
under the caption "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by
reference herein.
Our ability to pay dividends on our equity securities, including the Preferred Stock, may be limited by regulatory policies and requirements.
We are subject to various regulatory policies and requirements relating to capital actions, including payment of dividends. For example,
regulations of the Federal Reserve require us to submit a capital plan as part of an annual Comprehensive Capital Analysis and Review ("CCAR") in
order to assess our capital planning process, including any planned capital actions, such as payment of dividends. We may be prohibited from taking
capital actions, such as paying or increasing dividends on our common stock or preferred stock, if the Federal Reserve objects to our CCAR capital plan.
Our ability to pay dividends is also affected by the various minimum capital requirements, capital ratios and buffers established by the Federal Reserve.
Adverse business and economic conditions may reduce our capital ratios below requirements. Additionally, the applicable federal regulatory authority is
authorized to determine, under certain circumstances relating to the financial condition of a bank or a bank holding company, like Bank of America, that
the payment of dividends by such entity would be an unsafe or unsound practice and to prohibit payment of those dividends.
Our ability to pay dividends on our equity securities, including the Preferred Stock, depends upon our receipt of funds from our subsidiaries,
and applicable laws and regulations, and actions we have taken pursuant to our resolution plan (as described below), could restrict the ability
of our subsidiaries to transfer funds to us.
We are a holding company and conduct substantially all of our operations through our subsidiaries. We depend on dividends and other
distributions, loans, advances and other payments from our subsidiaries to fund dividend payments on our equity securities, including the Preferred
Stock, and to fund payments on our obligations. Many of our subsidiaries, including our bank and broker-dealer subsidiaries, are subject to laws that
restrict dividend payments or authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to us or to our other subsidiaries.
In addition, our bank and broker-dealer subsidiaries are subject to restrictions on their ability to lend or transact with affiliates and to minimum
regulatory capital and liquidity requirements. Lower earnings in our subsidiaries can reduce the amount of funds available to us. Adverse business and
economic conditions could affect our businesses and results of operations, including changes in interest and currency exchange rates, illiquidity or
volatility in areas where
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we have concentrated credit risk, and a failure in or a breach of our operational or security systems or infrastructure. Intercompany arrangements we
have entered into in connection with our resolution planning could restrict the amount of funding available to us from our subsidiaries under certain
adverse conditions, as described below under "--A resolution under our single point of entry resolution strategy could materially adversely affect our
liquidity and financial condition and our ability to pay our obligations and dividends on the Preferred Stock." These restrictions could prevent those
subsidiaries from paying dividends or making other distributions to us or otherwise providing funds to us that we need in order to pay dividends or make
payments on our securities, including payment of dividends on the Preferred Stock. Also, our right to participate in any distribution of assets of any of
our subsidiaries upon such subsidiary's liquidation or otherwise will be subject to the prior claims of creditors of that subsidiary, except to the extent that
any of our claims as a creditor of such subsidiary may be recognized.
A resolution under our single point of entry resolution strategy could materially adversely affect our liquidity and financial condition and our
ability to pay our obligations and dividends on the Preferred Stock.
We are required periodically to submit a plan to the Federal Deposit Insurance Corporation ("FDIC") and the Federal Reserve describing our
resolution strategy under the U.S. Bankruptcy Code in the event of material financial distress or failure. In our current plan, our preferred resolution
strategy is a single point of entry strategy. This strategy provides that only Bank of America (the parent holding company) files for resolution under the
U.S. Bankruptcy Code and contemplates providing certain key operating subsidiaries with sufficient capital and liquidity to operate through severe stress
and to enable such subsidiaries to continue operating or be wound down in a solvent manner following a Bank of America bankruptcy. We have entered
into intercompany arrangements governing the contribution of most of our capital and liquidity to these key subsidiaries. As part of these arrangements,
we have transferred most of our assets (and have agreed to transfer additional assets) to a wholly-owned holding company subsidiary in exchange for a
subordinated note. Certain of our remaining assets secure our ongoing obligations under these intercompany arrangements. The wholly-owned holding
company subsidiary also has provided us with a committed line of credit that, in addition to our cash, dividends and interest payments, including interest
payments we receive in respect of the subordinated note, may be used to fund our obligations. These intercompany arrangements include provisions to
terminate the line of credit and forgive the subordinated note and require us to contribute our remaining financial assets to the wholly-owned holding
company subsidiary if our projected liquidity resources deteriorate so severely that our resolution becomes imminent, which could materially and
adversely affect our liquidity and ability to pay our obligations and dividends on the Preferred Stock. In addition, our preferred resolution strategy could
result in holders of the Preferred Stock and the depositary shares being in a worse position and suffering greater losses than would have been the case
under a bankruptcy proceeding or other resolution scenarios or plans.
If we enter a resolution proceeding, holders of our unsecured debt and our equity securities, including the Preferred Stock, would be at risk of
absorbing our losses.
Under the rules of the Federal Reserve relating to total loss-absorbing capacity (the "TLAC Rules"), we are required to maintain minimum
amounts of unsecured external long-term debt satisfying certain eligibility criteria and other loss-absorbing capacity for the purpose of absorbing our
losses in a resolution proceeding under either the U.S. Bankruptcy Code or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
of 2010 (the "Financial Reform Act"). If we enter a resolution proceeding under either the U.S. Bankruptcy Code or Title II of the Financial Reform
Act, our losses would be imposed first on holders of our equity securities, including the
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