Filed Pursuant to Rule 433
Registration No. 333-180488
Subject to Completion
Preliminary Term Sheet dated June 11, 2012
The notes are being issued by Bank of America Corporation (“BAC”). There are important differences between the notes and a conventional debt security, including different investment risks. See “Risk Factors” on page TS-5 of this term sheet and beginning on page S-8 of product supplement STOCK-STR-2.
None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
| Per Unit |
Total |
|||||||||
| Public offering price (1) (2) |
$10.000 | $ | ||||||||
| Underwriting discount (1) (2) |
$ 0.125 | $ | ||||||||
| Proceeds, before expenses, to BAC |
$ 9.875 | $ | ||||||||
| (1) | For any purchase of 500,000 units or more in a single transaction by an individual investor, the public offering price and the underwriting discount will be $9.975 per unit and $0.10 per unit, respectively. |
| (2) | For any purchase by certain fee-based trusts and discretionary accounts managed by U.S. Trust operating through Bank of America, N.A., the public offering price and underwriting discount will be $9.875 per unit and $0.00 per unit, respectively. |
The notes:
| Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Merrill Lynch & Co.
June , 2012
Units $10 principal amount per unit CUSIP No. Pricing Date* June , 2012 Settlement Date* June , 2012 Maturity Date* July , 2013 *Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”) Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc. Automatically callable if the Observation Level of the Underlying Stock on any Observation Date, occurring approximately six, nine and twelve months 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: [$10.750 to $10.950] if called on the first Observation Date [$11.125 to $11.425] if called on the second Observation Date [$11.500 to $11.900] if called on the final Observation Date If not called, a maturity of approximately one year If not called, 1-to-1 downside exposure to decreases in the Underlying Stock beyond a 10% decline, with up to 90% of your principal at risk All payments are subject to the credit risk of Bank of America Corporation No periodic interest payments Limited secondary market liquidity, with no exchange listing
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Summary
The Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc. due July , 2013 (the “notes”) are our senior unsecured debt securities. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BAC. The notes will be automatically called at the applicable Call Amount if the Observation Level of the common stock of Apple Inc. on any Observation Date is equal to or greater than the Starting Value. If your notes are not called, you may lose a portion, which could be significant, of the principal amount of your notes.
The terms and risks of the notes are contained in this term sheet and the documents listed below (together, the “Note Prospectus”). The documents have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website as indicated below or obtained from MLPF&S by calling 1-866-500-5408:
| § | Product supplement STOCK-STR-2 dated April 2, 2012: |
http://www.sec.gov/Archives/edgar/data/70858/000119312512147445/d327227d424b5.htm
| § | Series L MTN prospectus supplement dated March 30, 2012 and prospectus dated March 30, 2012: |
http://www.sec.gov/Archives/edgar/data/70858/000119312512143855/d323958d424b5.htm
Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement STOCK-STR-2. Unless otherwise indicated or unless the context requires otherwise, all references in this document to “we,” “us,” “our,” or similar references are to BAC.
| Strategic Accelerated Redemption Securities® | TS-2 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Investor Considerations
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Hypothetical Payments
The following examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on the notes. The actual amount you receive and the resulting return will depend on the actual Starting Value, Threshold Value, Call Level, Observation Levels, Call Premiums and the term of your investment. The following examples do not take into account any tax consequences from investing in the notes. These examples are based on:
| 1) | a Starting Value of 100.00; |
| 2) | a Threshold Value of 90.00; |
| 3) | a Call Level of 100.00; |
| 4) | an expected term of the notes of approximately one year; |
| 5) | a Call Premium of 8.50% of the Original Offering Price if the notes are called on the first Observation Date, 12.75% if called on the second Observation Date, and 17.00% if called on the final Observation Date (the midpoint of the applicable Call Premium ranges); and |
| 6) | Observation Dates occurring approximately six, nine and twelve months after the pricing date. |
The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only, and does not represent a likely actual Starting Value of the Underlying Stock. For recent actual prices of the Underlying Stock, see “The Underlying Stock” section below. In addition, all payments on the notes are subject to issuer credit risk.
| Strategic Accelerated Redemption Securities® | TS-3 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Notes Are Called on an Observation Date
The notes will be called at $10.000 plus the applicable Call Premium on one of the Observation Dates if the Observation Level is equal to or greater than the Call Level.
Example 1 — The Observation Level on the first Observation Date is 110.00. Therefore, the notes will be called at $10.000 plus the Call Premium of $0.850 = $10.850 per unit. After the notes are called, they will no longer remain outstanding and there will not be any further payments on the notes.
Example 2 — The Observation Level on the first Observation Date is below the Call Level, but the Observation Level on the second Observation Date is 105.00. Therefore, the notes will be called at $10.000 plus the Call Premium of $1.275 = $11.275 per unit. After the notes are called, they will no longer remain outstanding and there will not be any further payments on the notes.
Example 3 — The Observation Levels on the first and second Observation Dates are below the Call Level, but the Observation Level on the third and final Observation Date is 105.00. Therefore, the notes will be called at $10.000 plus the Call Premium of $1.700 = $11.700 per unit.
Notes Are Not Called on Any Observation Date
Example 4 — The notes are not called on any Observation Date and the Ending Value is 97.00, which is greater than the Threshold Value. Therefore, the Redemption Amount per unit will be $10.000.
Example 5 — The notes are not called on any Observation Date and the Ending Value is less than the Threshold Value. The Redemption Amount will be less, and possibly significantly less, than the Original Offering Price. For example, if the Ending Value is 80.00, the Redemption Amount per unit will be:
| $10 + |
[ | $10 × | ( | 80.00 – 90.00 | ) | ] | = $9.000 | |||||||||||||
| 100.00 |
Summary of the Hypothetical Examples
| Notes Are Called on an Observation Date | Notes Are Not Called on Any Observation Date | |||||||||
| Example 1 | Example 2 | Example 3 | Example 4 | Example 5 | ||||||
|
| ||||||||||
| Starting Value |
100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
| Call Level |
100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||
| Threshold Value |
90.00 | 90.00 | 90.00 | 90.00 | 90.00 | |||||
| Observation Level on the First Observation Date |
110.00 | 90.00 | 90.00 | 93.00 | 88.00 | |||||
| Observation Level on the Second Observation Date |
N/A | 105.00 | 83.00 | 85.00 | 78.00 | |||||
| Observation Level on the Final Observation Date |
N/A | N/A | 105.00 | 97.00 | 80.00 | |||||
| Total Return of the Underlying Stock(1) |
10.92% | 6.41% | 6.88% | -1.12% | -18.12% | |||||
| Return of the Notes |
8.50% | 12.75% | 17.00% | 0.00% | -10.00% | |||||
| Call Amount / Redemption Amount per Unit |
$10.850 | $11.275 | $11.700 | $10.000 | $9.000 | |||||
| (1) | The total return of the Underlying Stock assumes: |
| (a) | the percentage change in the price of the Underlying Stock from the Starting Value to the Observation Level or Ending Value, as applicable; |
| (b) | a constant dividend yield of 1.85% per annum; and |
| (c) | no transaction fees or expenses. |
| Strategic Accelerated Redemption Securities® | TS-4 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page S-8 of product supplement STOCK-STR-2, page S-5 of the MTN prospectus supplement, and page 8 of the prospectus identified above under “Summary.” We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
| § | If the notes are not called, your investment may result in a loss; there is no guaranteed return of principal. |
| § | Your yield may be less than the yield you could earn by owning a conventional 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. |
| § | Your investment return, if any, is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the Underlying Stock. |
| § | If you attempt to sell the notes prior to maturity, their market value may be lower than the price you paid for the notes due to, among other things, the inclusion of fees charged for developing, hedging and distributing the notes, as described on page TS-7 and various credit, market and economic factors that interrelate in complex and unpredictable ways. |
| § | A trading market is not expected to develop for the notes. MLPF&S is not obligated to make a market for, or to repurchase, the notes. |
| § | 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 the Underlying Stock) 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 Underlying Company will have no obligations relating to the notes, and neither we nor MLPF&S will perform any due diligence procedures with respect to the Underlying Company in connection with this offering. |
| § | You will have no rights of a holder of the Underlying Stock, and you will not be entitled to receive shares of the Underlying Stock or dividends or other distributions of the Underlying Company. |
| § | While we or our affiliates may from time to time own securities of the Underlying Company, we do not control the Underlying Company, and are not responsible for any disclosure made by the Underlying Company. |
| § | The payments on the notes will not be adjusted for all corporate events that could affect the Underlying Stock. See “Description of the Notes - Anti-Dilution Adjustments beginning on page S-22 of product supplement STOCK-STR-2. |
| § | There may be potential conflicts of interest involving the calculation agent. 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 S-33 of product supplement STOCK-STR-2. |
| Strategic Accelerated Redemption Securities® | TS-5 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
The Underlying Stock
We have derived the following information from publicly available documents published by the Underlying Company. We have not independently verified the accuracy or completeness of the following information. The Underlying Company designs, manufactures, and markets personal computers and related personal computing and mobile communication devices along with a variety of related software, services, peripherals, and networking solutions. The Underlying Company sells its products worldwide through its online stores, its retail stores, its direct sales force, third-party wholesalers, and resellers.
Because the Underlying Stock is registered under the Securities Exchange Act of 1934, the Underlying Company is required to file periodically certain financial and other information specified by the SEC. Information provided to or filed with the SEC by the Underlying Company can be located at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or through the SEC’s web site at http://www.sec.gov by reference to SEC CIK number 320193.
This term sheet relates only to the notes and does not relate to the Underlying Stock or to any other securities of the Underlying Company. Neither we nor any of our affiliates have participated or will participate in the preparation of the Underlying Company’s publicly available documents. Neither we nor any of our affiliates have made any due diligence inquiry with respect to the Underlying Company in connection with the offering of the notes. Neither we nor any of our affiliates make any representation that the publicly available documents or any other publicly available information regarding the Underlying Company are accurate or complete. Furthermore, there can be no assurance that all events occurring prior to the date of this term sheet, including events that would affect the accuracy or completeness of these publicly available documents that would affect the trading price of the Underlying Stock, have been or will be publicly disclosed. Subsequent disclosure of any events or the disclosure of or failure to disclose material future events concerning the Underlying Company could affect the value of the Underlying Stock and therefore could affect your return on the notes. The selection of the Underlying Stock is not a recommendation to buy or sell the Underlying Stock.
The Underlying Stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “AAPL”.
Historical Data
The following table shows the quarterly high and low Closing Market Prices of the shares of the Underlying Stock on its primary exchange from the first quarter of 2007 through June 7, 2012. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
| High ($) | Low ($) | |||||||||||
| 2007 |
First Quarter | 97.13 | 83.27 | |||||||||
| Second Quarter | 125.09 | 90.24 | ||||||||||
| Third Quarter | 154.50 | 117.05 | ||||||||||
| Fourth Quarter | 199.83 | 153.76 | ||||||||||
| 2008 |
First Quarter | 194.97 | 119.15 | |||||||||
| Second Quarter | 189.96 | 147.14 | ||||||||||
| Third Quarter | 179.69 | 105.26 | ||||||||||
| Fourth Quarter | 111.04 | 80.49 | ||||||||||
| 2009 |
First Quarter | 109.87 | 78.20 | |||||||||
| Second Quarter | 144.67 | 108.69 | ||||||||||
| Third Quarter | 186.15 | 135.40 | ||||||||||
| Fourth Quarter | 211.64 | 180.76 | ||||||||||
| 2010 |
First Quarter | 235.83 | 192.00 | |||||||||
| Second Quarter | 274.16 | 235.86 | ||||||||||
| Third Quarter | 292.46 | 240.16 | ||||||||||
| Fourth Quarter | 325.47 | 278.64 | ||||||||||
| 2011 |
First Quarter | 363.13 | 326.72 | |||||||||
| Second Quarter | 353.10 | 315.32 | ||||||||||
| Third Quarter | 413.45 | 343.23 | ||||||||||
| Fourth Quarter | 422.24 | 363.50 | ||||||||||
| 2012 |
First Quarter | 617.62 | 411.23 | |||||||||
| Second Quarter (through June 7, 2012) | 636.23 | 530.12 | ||||||||||
This historical data on the Underlying Stock is not necessarily indicative of the future performance of the Underlying Stock or what the value of the notes may be. Any historical upward or downward trend in the price per share of the Underlying Stock during any period set forth above is not an indication that the price per share of the Underlying Stock is more or less likely to increase or decrease at any time over the term of the notes.
Before investing in the notes, you should consult publicly available sources for the prices and trading pattern of the Underlying Stock.
| Strategic Accelerated Redemption Securities® | TS-6 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Supplement to the Plan of Distribution
We may deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement of the notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment amounts of 100 units.
MLPF&S will not receive an underwriting discount for notes sold to certain fee-based trusts and fee-based discretionary accounts managed by U.S. Trust operating through Bank of America, N.A.
If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at negotiated prices. MLPF&S may act as principal or agent in these market-making transactions; however it is not obligated to engage in any such transactions.
Role of MLPF&S and Conflicts of Interest
MLPF&S, a broker-dealer subsidiary of BAC, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate as selling agent in the distribution of the notes. Accordingly, offerings of the notes will conform to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not make sales in this offering to any of its discretionary accounts without the prior written approval of the account holder.
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term sheet, less the indicated underwriting discount. The public offering price includes, in addition to the underwriting discount, a charge of approximately $0.05 per unit, reflecting an estimated profit earned by MLPF&S from transactions through which the notes are structured and resulting obligations hedged. Actual profits or losses from these hedging transactions may be more or less than this amount. In entering into the hedging arrangements for the notes, we seek competitive terms and may enter into hedging transactions with MLPF&S or another of our affiliates.
All charges related to the notes, including the underwriting discount and the hedging related costs and charges, reduce the economic terms of the notes. For further information regarding these charges, our trading and hedging activities and conflicts of interest, see “Risk Factors — General Risks Relating to the Notes” beginning on page S-8 and “Use of Proceeds” on page S-17 of product supplement STOCK-STR-2.
Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
| • | 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 Stock. |
| • | Under this characterization and tax treatment of the notes, a U.S. Holder (as defined beginning on page 62 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. |
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should review carefully the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page S-33 of product supplement STOCK-STR-2.
| Strategic Accelerated Redemption Securities® | TS-7 |
| Strategic Accelerated Redemption Securities® Linked to the Common Stock of Apple Inc., due July , 2013 |
|
Where You Can Find More Information
We have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents that we have filed with the SEC, for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent, or any dealer participating in this offering will arrange to send you these documents if you so request by calling MLPF&S toll-free at 1-866-500-5408.
Market-Linked Investments Classification
MLPF&S classifies certain market-linked investments (the “Market-Linked Investments”) into categories, each with different investment characteristics. The following description is meant solely for informational purposes and is not intended to represent any particular Enhanced Return Market-Linked Investment or guarantee any performance.
Enhanced Return Market-Linked Investments are short- to medium-term investments that offer you a way to enhance exposure to a particular market view without taking on a similarly enhanced level of market downside risk. They can be especially effective in a flat to moderately positive market (or, in the case of bearish investments, a flat to moderately negative market). In exchange for the potential to receive better-than market returns on the linked asset, you must generally accept market downside risk and capped upside potential. As these investments are not market downside protected, and do not assure full repayment of principal at maturity, you need to be prepared for the possibility that you may lose all or part of your investment.
“Strategic Accelerated Redemption Securities®” is our registered service mark.
| Strategic Accelerated Redemption Securities® | TS-8 |
