Filed Pursuant to Rule 433
Registration Statement No. 333-180488
BANK OF AMERICA CORPORATION
MEDIUM-TERM NOTES, SERIES L
$3,000,000,000
4.200% SUBORDINATED NOTES, DUE AUGUST 2024
FINAL TERM SHEET
Dated August 21, 2014
| Issuer: | Bank of America Corporation | |
| Ratings of this Series: | Baa3 (Moody’s)/BBB+ (S&P)/BBB+ (Fitch) | |
| Title of the Series: | 4.200% Subordinated Notes, due August 2024 | |
| Aggregate Principal Amount Initially Being Issued: | $3,000,000,000 | |
| Issue Price: | 99.927% | |
| Trade Date: | August 21, 2014 | |
| Settlement Date: | August 26, 2014 (T+3) | |
| Maturity Date: | August 26, 2024 | |
| Ranking: | Subordinated | |
| Minimum Denominations: | $2,000 and multiples of $1,000 in excess of $2,000 | |
| Day Count Fraction: | 30/360 | |
| Interest Rate: | 4.200% per annum | |
| Interest Payment Dates: | February 26 and August 26 of each year, beginning February 26, 2015, subject to following business day convention (unadjusted). | |
| Interest Periods: | Semi-annual. The initial Interest Period will be the period from, and including, the Settlement Date to, but excluding, February 26, 2015, the initial Interest Payment Date. The subsequent Interest Periods will be the periods from, and including, the applicable Interest Payment Date to, but excluding, the next Interest Payment Date or the Maturity Date, as applicable. | |
| Treasury Benchmark: | 10 year U.S. Treasury, due August 15, 2024 | |
| Treasury Yield: | 2.409% | |
| Treasury Benchmark Price: | 99-22+ | |
| Spread to Treasury Benchmark: | +180 bps | |
| Reoffer Yield: | 4.209% | |
| Optional Redemption: | None | |
| Listing: | None | |
| Lead Manager and Sole Book-Runner: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Senior Co-Managers: | ANZ Securities, Inc. Banca IMI S.p.A. BBVA Securities Inc. BMO Capital Markets Corp. Capital One Securities, Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Fifth Third Securities, Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. |
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| Mizuho Securities USA Inc. nabSecurities, LLC Rabo Securities USA, Inc. Santander Investment Securities Inc. Scotia Capital (USA) Inc. Standard Chartered Bank The Huntington Investment Company UniCredit Capital Markets LLC Wells Fargo Securities, LLC | ||
| Junior Co-Managers: | Apto Partners, LLC Lebenthal & Co., LLC | |
| CUSIP: | 06051GFH7 | |
| ISIN: | US06051GFH74 | |
| Concurrent Offering: | $1,000,000,000 1.700% Senior Notes, due August 2017 $500,000,000 Floating Rate Senior Notes, due August 2017 The settlement of the 4.200% Subordinated Notes, due August 2024 is not contingent on the settlement of either of the concurrent offerings. |
Bank of America Corporation (the “Issuer”) has filed a registration statement (including a pricing supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read those documents and the other documents that the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the lead manager will arrange to send you the pricing supplement, the prospectus supplement, and the prospectus if you request them by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll free at 1-800-294-1322. You may also request copies by e-mail from fixedincomeir@bankofamerica.com or dg.prospectus_requests@baml.com.
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