CHARLOTTE, N.C.--(BUSINESS WIRE)--Dec. 18, 2017--
Bank of America Corporation (the “Corporation”) today announced the
early participation results, as of 5 p.m., New York City time, on
December 15, 2017 (the “Early Participation Date”), of its previously
announced private offers (the “Exchange Offers”) for Eligible Holders
(as defined below) of the Corporation’s outstanding debt securities
listed in the tables below (collectively, the “Existing Notes”) to
exchange Existing Notes for new fixed/floating rate senior notes (the
“New Notes”) in two categories of Exchange Offers, on the terms and
conditions set forth in the confidential offering memorandum (the
“Offering Memorandum”) dated December 4, 2017, and the accompanying
letter of transmittal (the “Letter of Transmittal”).
The tables below set forth the aggregate principal amount of each series
of Existing Notes that has been validly tendered and not validly
withdrawn at or prior to the Early Participation Date in the first
category of Exchange Offers and the second category of Exchange Offers,
respectively, based on information provided by the exchange agent, as
described below.
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CUSIP No.
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Title of Security
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Principal Amount Outstanding
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Acceptance Priority Level
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Aggregate Principal Amount Tendered at or prior to the Early
Participation Date
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06051GDZ9
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7.625% Senior Notes, due June 2019
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$2,864,165,000
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1
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$1,601,465,000
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06051GEC9
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5.625% Senior Notes, due July 2020
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$3,000,000,000
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2
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$1,752,200,000
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06051GEE5
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5.875% Senior Notes, due January 2021
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$1,500,000,000
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3
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$ 768,530,000
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06051GEX3
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2.600% Senior Notes, due January 2019
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$3,750,000,000
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4
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$1,764,189,000
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06051GFD6
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2.650% Senior Notes, due April 2019
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$2,500,000,000
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5
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$ 884,027,000
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59018YN64
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6.875% Senior Notes, due April 2018
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$5,500,000,000
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6
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$2,500,818,000
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06051GDX4
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5.650% Senior Notes, due May 2018
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$4,000,000,000
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7
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$1,350,050,000
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590188JN9
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6.875% Senior Notes, due November 2018
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$1,031,000,000
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8
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$ 177,099,000
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590188JF6
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6.500% Senior Notes, due July 2018
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$ 646,550,000
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9
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$ 50,421,000
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CUSIP No.
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Title of Security
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Principal Amount Outstanding
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Acceptance Priority Level
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Aggregate Principal Amount Tendered at or prior to the Early
Participation Date
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06051GEM7
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5.700% Senior Notes, due January 2022
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$2,250,000,000
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1
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$1,123,188,000
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06051GEH8
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5.000% Senior Notes, due May 2021
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$2,000,000,000
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2
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$1,029,265,000
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590188JB5
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6.750% Senior Notes, due June 2028
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$ 250,000,000
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3
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$ 25,016,000
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06051GFS3
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3.875% Senior Notes, due August 2025
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$3,500,000,000
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4
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$1,707,182,000
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06051GFG9
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4.875% Senior Notes, due April 2044
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$1,500,000,000
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5
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$ 995,308,000
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59018YTM3
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6.050% Senior Notes, due June 2034
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$ 100,000,000
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6
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$ 80,502,000
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06051GFF1
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4.000% Senior Notes, due April 2024
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$2,750,000,000
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7
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$ 969,136,000
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06053FAA7
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4.100% Senior Notes, due July 2023
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$2,000,000,000
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8
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$ 819,784,000
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06051GFB0
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4.125% Senior Notes, due January 2024
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$2,500,000,000
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9
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$ 962,794,000
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06051GFC8
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5.000% Senior Notes, due January 2044
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$2,000,000,000
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10
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$1,193,254,000
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06051GEN5
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5.875% Senior Notes, due February 2042
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$1,500,000,000
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11
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$ 135,960,000
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Determination of pricing terms for the Exchange Offers will occur at 11
a.m., New York City time, on December 18, 2017. The “Early Settlement
Date” for Existing Notes validly tendered at or prior to the Early
Participation Date and accepted by the Corporation for exchange is
expected to be December 20, 2017.
The Exchange Offers will expire at 11:59 p.m., New York City time, on
January 4, 2018, unless extended by the Corporation (the “Expiration
Date”), and the “Final Settlement Date” (if any) for any Existing Notes
validly tendered after the Early Participation Date but at or prior to
the Expiration Date and accepted by the Corporation for exchange is
expected to be January 8, 2018.
The Withdrawal Deadline (as defined in the Offering Memorandum) for
valid tenders of Existing Notes occurred at 5 p.m., New York City time,
on December 15, 2017. As a result, tendered Existing Notes may no longer
be withdrawn pursuant to the Exchange Offers, except as may be required
by law.
Consummation of each Exchange Offer is subject to the satisfaction or
waiver of certain conditions as described in the Offering Memorandum,
including (i) the condition that at least $1,000,000,000 of each series
of New Notes be issued in the Exchange Offers, (ii) the condition that
the Existing Notes and the New Notes receive certain accounting and tax
treatment (as described in the Offering Memorandum), and (iii) the
absence of certain adverse legal and market developments and other
customary conditions. Each Exchange Offer may be amended, extended or
terminated individually.
The Exchange Offers are made, and copies of the documents relating to
the Exchange Offers will be made available, only to a holder of Existing
Notes who has certified in an eligibility letter (each, an “Eligible
Holder”) certain matters to the Corporation, including its status as (i)
a “qualified institutional buyer” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), or (ii) a
person outside the United States who is (a) not a “U.S. person” as
defined in Rule 902 under the Securities Act, (b) not acting for the
account or benefit of a U.S. person, and (c) a “non-U.S. qualified
offeree” as defined in the Offering Memorandum. Holders of Existing
Notes who desire access to the electronic eligibility certification
should contact D.F. King & Co., Inc., the information agent for the
Exchange Offers, at 866.342.4881 (U.S. toll-free), 212.269.5550
(collect), or at bac@dfking.com.
Holders who wish to receive the Offering Memorandum and the Letter of
Transmittal can certify eligibility at http://www.dfking.com/bac.
If and when issued, the New Notes will not be registered under the
Securities Act or any state securities laws. Therefore, the New Notes
may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. The Corporation
will enter into a registration rights agreement with respect to the New
Notes.
This press release is not an offer to sell or a solicitation of an offer
to buy any security. The Exchange Offers are being made solely by the
Offering Memorandum and only to such persons and in such jurisdictions
as are permitted under applicable law.
This communication has not been approved by an authorized person for the
purposes of Section 21 of the Financial Services and Markets Act 2000,
as amended (the “FSMA”). Accordingly, this communication is not being
directed at or communicated to persons within the United Kingdom save in
circumstances where section 21(1) of the FSMA does not apply.
In particular, this communication is only addressed to and directed at:
(A) in any Member State of the European Economic Area that has
implemented the Prospectus Directive (as defined below) (a “Relevant
Member State”), qualified investors in that Relevant Member State within
the meaning of the Prospectus Directive, and (B) (i) persons who are
outside the United Kingdom or (ii) persons in the United Kingdom falling
within the definition of investment professionals [as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Financial Promotion Order”)] or within
Article 43 of the Financial Promotion Order, or are high net worth
entities and other persons falling within Article 69(2)(a) to (d) of the
Financial Promotion Order, or to other persons to whom it may otherwise
lawfully be communicated or caused to be communicated by virtue of an
exemption to Section 21(1) of the FSMA or otherwise in circumstance
where it does not apply (such persons together being “relevant
persons”). The New Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such New
Notes will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on the Offering Memorandum
or any of its contents. For purposes of the foregoing, the “Prospectus
Directive” means the Prospectus Directive 2003/71/EC, as amended,
including pursuant to Directive 2010/73/EU and includes any relevant
implementing measure in a Relevant Member State.
Forward-looking statements
Certain statements in this news release represent the current
expectations, plans or forecasts of Bank of America Corporation (“Bank
of America”) based on available information and are forward-looking
statements. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts. These
statements often use words like “expects,” “anticipates,” “believes,”
“estimates,” “targets,” “intends,” “plans,” “predict,” “goal” and other
similar expressions or future or conditional verbs such as “will,”
“may,” “might,” “should,” “would” and “could.” Forward-looking
statements speak only as of the date they are made, and Bank of America
undertakes no obligation to update any forward-looking statement to
reflect the impact of circumstances or events that arise after the date
the forward-looking statement was made.
Forward-looking statements represent Bank of America’s current
expectations, plans or forecasts of its future results, revenues,
expenses, efficiency ratio, capital measures, and future business and
economic conditions more generally, and other future matters. These
statements are not guarantees of its future results or performance and
involve certain known and unknown risks, uncertainties and assumptions
that are difficult to predict and are often beyond Bank of America’s
control. Actual outcomes and results may differ materially from those
expressed in, or implied by, any forward-looking statements. You should
not place undue reliance on any forward-looking statement and should
consider all of the uncertainties and risks discussed under Item 1A.
“Risk Factors” of Bank of America’s Annual Report on Form 10-K for the
year ended December 31, 2016 and in any of Bank of America's other
subsequent Securities and Exchange Commission filings.
Visit the Bank of America newsroom for more Bank
of America news.
www.bankofamerica.com

View source version on businesswire.com: http://www.businesswire.com/news/home/20171218005536/en/
Source: Bank of America Corporation
Reporters May Contact: Jerry Dubrowski, Bank of America,
1.646.855.1195 jerome.f.dubrowski@bankofamerica.com Investors
May Contact: Lee McEntire, Bank of America, 1.980.388.6780 Jonathan
G. Blum, Bank of America (Fixed Income), 1.212.449.3112
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