Filed Pursuant to Rule 433
Registration No. 333-224523
BANK OF AMERICA CORPORATION
MEDIUM-TERM NOTES, SERIES N
1.978% FIXED/FLOATING RATE SENIOR NOTES, DUE SEPTEMBER 2027
FINAL TERM SHEET
Dated June 8, 2021
Relating to Preliminary Pricing Supplement dated June 8, 2021 (the Preliminary Pricing Supplement)
|Issuer:||Bank of America Corporation (the Issuer)|
|Ratings of this Series:||A2 (Moodys)/A- (S&P)/AA- (Fitch)|
|Title of the Series:||1.978% Fixed/Floating Rate Senior Notes, due September 2027 (the Notes)|
|Aggregate Principal Amount Initially Being Issued:||C$1,000,000,000|
|Selling Agents Commission:||0.35%|
|Net Proceeds to Issuer:||C$996,460,000|
|Trade Date:||June 8, 2021|
|Settlement Date:||June 15, 2021 (T+5)|
|Maturity Date:||September 15, 2027|
|Form and Denominations:|| |
Book-entry only through participants in CDS (global certificate).
Minimum denominations of C$2,000 with integral multiples of
|Fixed Rate Coupon:||1.978% payable semi-annually in arrears from, and including, the Settlement Date to, but excluding, September 15, 2026 (the Fixed Rate Period).|
|Floating Rate Coupon:||Base Rate plus 60 basis points, payable quarterly in arrears from, and including, September 15, 2026 to, but excluding, the Maturity Date (the Floating Rate Period).|
|Base Rate:||Three-month CDOR (Reuters Screen CDOR Page), as defined, and subject to the terms and provisions set forth in the Preliminary Pricing Supplement.|
|Interest Payment Dates and Interest Reset Dates during the Floating Rate Period:||During the Fixed Rate Period, March 15 and September 15 of each year, beginning September 15, 2021 and ending September 15, 2026, subject to the following unadjusted business day convention. During the Floating Rate Period, each of December 15, 2026, March 15, 2027, June 15, 2027 and the Maturity Date, subject to adjustment in accordance with the modified following business day convention (adjusted). Each Interest Payment Date during the Floating Rate Period (other than the Maturity Date) also will be an Interest Reset Date. The initial interest payment payable on September 15, 2021 will be a short-first coupon in the amount of C$4.98564384 per C$1,000 principal amount of the Notes.|
|Day Count Convention:|| |
Fixed Rate Period: 30/360 when calculating interest for a full semi-annual interest period, and Actual/365 (Fixed), which is the actual number of days in the relevant period divided by 365, when calculating interest for any period that is shorter than a full semi-annual interest period (also known as Actual/Actual (Canadian Compound Method)).
Floating Rate Period: Actual/365 (Fixed), which is the actual number of days in the relevant period divided by 365.
|Business Days:||New York, Charlotte and Toronto.|
|GOC Benchmark Curve:||CAN 1.00% September 1, 2026 and CAN 1.00% June 1, 2027|
|Spread to GOC Benchmark:||+100.5bps (+0.3bps curve adjustment and +0.2bps delay adjustment) vs. the CAN 1.00% September 1, 2026|
|GOC Benchmark Price:||C$100.13|
|Reoffer Yield to September 15, 2026:||1.979%|
|Sales Restrictions:||Available for sale in Canada to accredited investors. Available for sale in the U.S. as the Notes will be registered with the SEC. Resales in Canada will be subject to resale restrictions.|
|Joint Bookrunners:|| |
Merrill Lynch Canada Inc.
BMO Nesbitt Burns Inc.
CIBC World Markets Inc.
RBC Dominion Securities Inc.
Scotia Capital Inc.
TD Securities Inc.
BNY Trust Company of Canada
Clearing and Settlement:
C$425,000,000 Floating Rate Senior Notes, due September 2027
Payment of Additional Amounts:
Redemption for Tax Reasons:
|Optional Redemption:|| |
The Issuer may redeem the Notes at its option, (a) in whole, but not in part, on September 15, 2026, or (b) in whole at any time or in part from time to time, on or after August 13, 2027 and prior to the Maturity Date, in each case upon at least 5 business days, but not more than 60 calendar days, prior written notice to holders of the Notes, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, thereon to but excluding, the redemption date.
In addition, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, on or after December 15, 2021 (or, if additional Notes are issued after June 15, 2021, beginning six months after the issue date of such additional Notes) and prior to September 15, 2026, upon at least 5 business days, but not more than 60 calendar days, prior written notice to the holders of the Notes being redeemed as described in the prospectus, at a make-whole redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; or
(ii) as determined by the quotation agent described below, the sum of the present values of (a) the principal amount of the Notes to be redeemed, as if paid on September 15, 2026 and (b) the scheduled payments of interest on the Notes to be redeemed, that would have been payable from the applicable redemption date to September 15, 2026, in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the GOC Bond Yield plus 25 basis points, minus interest (on the Notes to be redeemed) accrued to, but excluding, the redemption date, plus, in the case of either (i) or (ii) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the applicable redemption date.
Notwithstanding the foregoing, any interest on the Notes being redeemed that is due and payable on an Interest Payment Date falling on or prior to a redemption date for such Notes will be payable on such Interest Payment Date to holders of such Notes being redeemed as of the close of business on the relevant record date according to the terms of such Notes and the Senior Indenture.
GOC Bond Yield on any date of determination means the arithmetic average of the interest rates quoted to the quotation agent by two major Canadian registered investment dealers (that are not the quotation agent) selected by the Issuer as being the annual yield to maturity on such date, assuming semi-annual compounding, which a non-callable Government of Canada bond would carry, if issued in Canadian dollars in Canada, at 100% of its principal amount on the applicable redemption date with a maturity date of September 15, 2026.
quotation agent means Merrill Lynch Canada Inc., or its successor, or, if that firm is unwilling or unable to determine the GOC Bond Yield, a substitute Canadian investment bank, dealer or other financial institution appointed by the Issuer.
The GOC Bond Yield will be determined by the quotation agent as set forth above on the third business day immediately preceding the applicable redemption date.
Unless the Issuer defaults on payment of the applicable redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. If fewer than all of the Notes are to be redeemed, for so long as such notes are in book-entry only form, such Notes to be redeemed will be selected in accordance with the procedures of CDS.
Because Merrill Lynch Canada Inc. is an affiliate of the Issuer, the economic interests of Merrill Lynch Canada Inc. may be adverse to your interests as a holder of the Notes subject to the Issuers redemption, including with respect to certain determinations and judgments it must make as quotation agent in the event that the Issuer redeems the Notes before their maturity pursuant to the make-whole optional redemption described above.
|Calculation Agent (Floating Rate Period):||Merrill Lynch Canada Inc.|
Bank of America Corporation (the Issuer) has filed a registration statement (including the Preliminary 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 Preliminary Pricing Supplement, the prospectus supplement, and the prospectus if you request them by contacting Merrill Lynch Canada Inc. toll free at 1-800-294-1322. You may also request copies by e-mail from firstname.lastname@example.org or email@example.com.