CHARLOTTE, N.C., Nov. 10,
2022 /PRNewswire/ -- Bank of America Corporation
("Bank of America") (NYSE: BAC) announced the commencement today of
fourteen concurrent, but separate, offers (collectively, the
"Offers," and each offer to purchase a series of Depositary Shares,
an "Offer") by BofA Securities, Inc. ("BofA Securities"), a wholly
owned indirect subsidiary of Bank of America, to purchase for cash
up to $1.5 billion in aggregate
Liquidation Preference (as defined below) (such amount, the
"Maximum Aggregate Purchase Amount") of outstanding depositary
shares, representing fractional interests in certain series of Bank
of America preferred stock, listed in the table below (such
depositary shares, collectively, the "Depositary Shares," and such
depositary shares representing a specific series of such preferred
stock, a "series" of Depositary Shares), subject, if applicable, to
the maximum aggregate Liquidation Preference for a series of
Depositary Shares that may be purchased (such maximum amount for
Depositary Shares of a series, the "Series Cap").
The Offers are being
made on the terms and subject to the conditions set forth in BofA
Securities' Offer to Purchase, dated
November 10, 2022 (as may be
amended or supplemented from time to time, the
"Offer to Purchase") and the accompanying Letter of
Transmittal (together with the Offer to Purchase, the "Offer
Documents"). Each Offer is subject to the satisfaction or waiver of
certain conditions specified in the Offer Documents.
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|
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Per Depositary
Share
|
|
APL
|
Depositary Shares
Representing Fractional Interests in
Series of Bank of America Preferred Stock
|
CUSIP
No.
|
Aggregate
Liquidation
Preference
Outstanding
|
Series
Cap
|
Liquidation
Preference1
|
Offer
Price
|
Hypothetical
Accrued
Dividends2
|
Hypothetical
Total
Consideration2
|
|
1
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 4.125% Non-Cumulative Preferred Stock, Series
PP ("Series PP Depositary Shares") 3
|
06055H608
|
$915,000,000
|
$911,000,000
|
$25.00
|
$17.27
|
$0.1174479
|
$17.3874479
|
|
2
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 4.250% Non-Cumulative Preferred Stock, Series
QQ ("Series QQ Depositary Shares") 3
|
06055H806
|
$1,300,000,000
|
$1,296,000,000
|
$25.00
|
$17.30
|
$0.0767361
|
$17.3767361
|
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3
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 4.375% Non-Cumulative Preferred Stock, Series
NN ("Series NN Depositary Shares") 3
|
06055H400
|
$1,100,000,000
|
$1,094,500,000
|
$25.00
|
$18.20
|
$0.1215278
|
$18.3215278
|
|
4
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of Floating Rate Non-Cumulative Preferred Stock,
Series E ("Series E Depositary Shares")
3
|
060505815
|
$317,265,175
|
$313,265,175
|
$25.00
|
$19.22
|
To be
Determined4
|
To be
Determined4
|
|
5
|
Depositary Shares, each
representing a 1/1,200th interest in
a share of Floating Rate Non-Cumulative Preferred Stock,
Series 1 ("Series 1 Depositary Shares")
3
|
060505633
|
$98,221,675
|
$94,221,675
|
$25.00
|
$18.92
|
To be
Determined4
|
To be
Determined4
|
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6
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 4.750% Non-Cumulative Preferred Stock, Series
SS ("Series SS Depositary Shares") 3
|
06055H871
|
$700,000,000
|
$696,000,000
|
$25.00
|
$19.90
|
$0.0857639
|
$19.9857639
|
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7
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 5.000% Non-Cumulative Preferred Stock, Series
LL ("Series LL Depositary Shares") 3
|
06055H202
|
$1,310,000,000
|
$1,305,000,000
|
$25.00
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$20.44
|
N/A5
|
$20.4400000
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|
8
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Depositary Shares, each
representing a 1/25th interest in a
share of 4.375% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series RR ("Series RR Depositary Shares")
6
|
060505GB4
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$1,750,000,000
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Not
Applicable
|
$1,000.00
|
$860.70
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$5.5902778
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$866.2902778
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9
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Depositary Shares, each
representing a 1/25th interest in a
share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series MM ("Series MM Depositary Shares")
6
|
060505FQ2
|
$1,100,000,000
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Not
Applicable
|
$1,000.00
|
$875.30
|
$16.1250000
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$891.4250000
|
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10
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 5.375% Non-Cumulative Preferred Stock, Series
KK ("Series KK Depositary Shares") 3
|
06053U601
|
$1,397,500,000
|
$1,393,500,000
|
$25.00
|
$22.12
|
N/A5
|
$22.1200000
|
|
11
|
Depositary Shares, each
representing a 1/25th interest in a
share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series FF ("Series FF Depositary Shares")
6
|
060505FL3
|
$2,350,000,000
|
Not
Applicable
|
$1,000.00
|
$897.40
|
$14.3611111
|
$911.7611111
|
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12
|
Depositary Shares, each
representing a 1/1,200th interest in
a share of Floating Rate Non-Cumulative Preferred Stock,
Series 5 ("Series 5 Depositary Shares")
3
|
060505583
|
$421,677,000
|
$417,677,000
|
$25.00
|
$19.17
|
To be
Determined4
|
To be
Determined4
|
|
13
|
Depositary Shares, each
representing a 1/1,000th interest in
a share of 5.875% Non-Cumulative Preferred Stock, Series
HH ("Series HH Depositary Shares") 3
|
060505195
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$854,000,000
|
$850,000,000
|
$25.00
|
$24.08
|
$0.1999132
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$24.2799132
|
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14
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Depositary Shares, each
representing a 1/25th interest in a
share of Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series JJ ("Series JJ Depositary Shares")
6
|
060505FP4
|
$1,000,000,000
|
$150,000,000
|
$1,000.00
|
$965.10
|
N/A5
|
$965.1000000
|
____________
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1
|
As used in this news
release, the term "Liquidation Preference" for a Depositary Share
of a series, means an amount equal to the product of the
liquidation preference for a share of the applicable underlying
preferred stock of Bank of America ($30,000 for a share of
preferred stock underlying the Series 1 Depositary Shares and
Series 5 Depositary Shares, and $25,000 for a share of preferred
stock underlying the Depositary Shares of all other series) and the
fractional interest in such share of preferred stock that such
Depositary Share represents as set forth in the table above.
For each Listed Depositary Share (as defined below), the
Liquidation Preference is $25.00 and for each Non-Listed Depositary
Share (as defined below), the Liquidation Preference is
$1,000.00.
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2
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If, as scheduled, the
Settlement Date (as defined below) occurs on December 13, 2022,
then the Total Consideration (as defined below) payable for
Depositary Shares of a series that are purchased pursuant to an
applicable Offer will equal the applicable "Offer Price" for such
Depositary Shares as set forth in the table above, plus, if
applicable, the hypothetical Accrued Dividends for such Depositary
Shares as set forth in the table above or, with respect to the
Series E Depositary Shares, the Series 1 Depositary Shares and the
Series 5 Depositary Shares, Accrued Dividends (as defined below)
determined as described in the Offer to Purchase.
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3
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Depositary Shares of
this series are listed for trading on the New York Stock Exchange
(the "NYSE"). Depositary Shares of all series that are
listed on the NYSE are referred to herein collectively as the
"Listed Depositary Shares."
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4
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The dividend rate for
the series of preferred stock represented by this series of
Depositary Shares is reset quarterly based on 3-month U.S. dollar
LIBOR and will be reset following the date of this news release but
prior to the Settlement Date. As a result, the applicable dividend
rate that will be used to calculate Accrued Dividends for this
series of Depositary Shares is not known, and hypothetical Accrued
Dividends and hypothetical Total Consideration cannot be
determined, as of the date of this news release.
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5
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Accrued Dividends will
not be included as part of the Total Consideration payable for
Depositary Shares of this series. See Section 1 of "The
Offers" in the Offer to Purchase.
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6
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Depositary Shares of
this series are not listed on any exchange and are referred to
herein, collectively with Depositary Shares of other non-listed
series, as the "Non-Listed Depositary Shares."
|
The Offers will expire one minute after 11:59 p.m., New York
City time, on December 9,
2022, unless extended or earlier terminated by BofA
Securities (such time and date, as the same may be extended with
respect to an Offer, the "Expiration Date").
If the aggregate Liquidation Preference of Depositary Shares
that are validly tendered as of the Expiration Date, after the
application of any applicable Series Caps and proration, exceeds
the Maximum Aggregate Purchase Amount, BofA Securities will accept
for purchase Depositary Shares in an aggregate Liquidation
Preference amount that comes nearest to, but does not exceed, the
Maximum Aggregate Purchase Amount. In such case, BofA
Securities will accept Depositary Shares of each series validly
tendered in the numerical order of the acceptance priority levels
of such series set forth under the "APL" column in the table above
(the "Acceptance Priority Levels") of such series, with Acceptance
Priority Level 1 being the highest priority level, and subject to
the applicable Series Cap and to proration as set forth in the
Offer to Purchase. If, with respect to any series of
Depositary Shares for which a Series Cap is specified in the table
above, the aggregate Liquidation Preference of such Depositary
Shares that are validly tendered as of the Expiration Date exceeds
such Series Cap for such series, BofA Securities will accept for
purchase such Depositary Shares having an aggregate Liquidation
Preference that comes nearest to, but does not exceed, such Series
Cap, subject to proration as set forth in the Offer to
Purchase.
The total consideration payable for Depositary Shares of a
series that are purchased pursuant to the Offers (such amount, with
respect to Depositary Shares of a series, the "Total
Consideration") will equal:
- for Series LL Depositary Shares, Series KK Depositary Shares
and Series JJ Depositary Shares (together, the "Post-Dividend
Depositary Shares"), the "Offer Price" for such Depositary
Shares set forth in the table above (such price with respect to a
series, the "Offer Price"); and
- for Depositary Shares other than Post-Dividend Depositary
Shares, the Offer Price for such Depositary Shares set forth in
table above, plus the applicable Accrued Dividends (as defined
herein) for such Depositary Shares.
"Accrued Dividends" means, for a series of Depositary Shares
other than Post-Dividend Depositary Shares, the accrued and unpaid
dividends in respect of the Preferred Stock represented thereby,
determined pursuant to the terms thereof, from and including the
applicable dividend payment date for such series of Preferred Stock
immediately preceding the Settlement Date, to, but excluding, the
Settlement Date. As noted in the table above, Accrued Dividends
will not be included as part of the Total Consideration payable for
any Post-Dividend Depositary Shares purchased in the Offers, and
the Total Consideration payable for any such Depositary Shares will
consist only of the applicable Offer Price. In addition, the
dividend rates for the series of preferred stock represented by the
Series E Depositary Shares, the Series 1 Depositary Shares, and the
Series 5 Depositary Shares (such series of Depositary Shares
collectively, the "LIBOR Depositary Shares") are reset quarterly
based on 3-month U.S. dollar LIBOR and will be reset following the
date of this news release but prior to the Settlement Date.
As a result, the applicable dividend rates that will be used to
calculate Accrued Dividends for such series of Depositary Shares
are not known, and hypothetical Accrued Dividends and hypothetical
Total Consideration cannot be determined, as of the date of this
news release. Once the applicable dividend rates that will be used
to calculate Accrued Dividends with respect to the LIBOR Depositary
Shares of a series are known, BofA Securities will calculate
hypothetical Accrued Dividends and hypothetical Total Consideration
for such LIBOR Depositary Shares. Following such calculation, such
information will be made available at http://www.dfking.com/bofa
and from the Information Agent. In addition, hypothetical Accrued
Dividends and hypothetical Total Consideration for the three series
of LIBOR Depositary Shares will be announced by means of a news
release no later than 4:30 p.m.,
New York City time, on
November 28, 2022.
Note that market prices for the Listed Depositary Shares include
accrued but unpaid dividends. Pursuant to the terms of the
Offers, the Total Consideration payable for the Depositary Shares
(other than Post-Dividend Depositary Shares) is expressed as the
sum of the Offer Price set forth in the table above for such
Depositary Shares plus Accrued Dividends. Accordingly, when
comparing the consideration payable in the applicable Offer for
Listed Depositary Shares (other than Post-Dividend Depositary
Shares) to market prices, you should refer to the sum of the Offer
Price and Accrued Dividends. Market prices for Non-Listed
Depositary Shares do not include accrued but unpaid dividends.
The settlement date for each Offer will be promptly after the
Expiration Date for such offer (the "Settlement Date"). The
Settlement Date for each Offer is scheduled to be December 13, 2022.
Depositary Shares tendered pursuant to an Offer may be validly
withdrawn at any time on or prior to the applicable Expiration Date
by following the procedures set forth in the Offer to Purchase.
Holders are urged to read the Offer Documents carefully before
making any decision with respect to an Offer. Holders must make
their own decisions as to whether to tender their Depositary
Shares, and, if so, the Liquidation Preference of their Depositary
Shares to tender.
Holders may obtain copies of the Offer Documents online at the
website of the Securities and Exchange Commission ("SEC") at
www.sec.gov as exhibits to the Tender Offer Statement on Schedule
TO filed by Bank of America with the SEC on the date hereof.
D.F. King & Co, Inc. will act as the Tender Agent and the
Information Agent for the Offers. Questions or requests for
assistance related to the Offers or for additional copies of the
Offer Documents may be directed to D.F. King & Co, Inc. at
(800) 713-9960 or by email at bofa@dfking.com. Any questions
concerning the terms of the Offers should be directed to BofA
Securities at (980) 683-3215, or toll-free at (888) 292-0070, or by
email at debt_advisory@bofa.com. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offers.
General
This news release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell any
Depositary Shares or any other securities of BofA Securities, Bank
of America or any of their respective subsidiaries. The Offers are
being made solely pursuant to the Offer Documents. None of BofA
Securities, Bank of America, their respective Boards of Directors,
the Tender Agent or the
Information Agent makes any recommendation as to whether
you should tender your Depositary Shares in the
Offers and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decisions as to whether
to tender their Depositary Shares, and, if so, the Liquidation
Preference of their Depositary Shares to tender. Please refer to
the Offer Documents for a description of terms, conditions,
disclaimers and other information applicable to the Offers.
Neither BofA Securities nor Bank of America is aware of any
jurisdiction in which the holders of the Depositary Shares are
located where the making of the Offer is not in compliance with
applicable law. If BofA Securities becomes aware of any
jurisdiction where the making of the Offer is not in compliance
with applicable law, BofA Securities will make a good faith effort
to comply with the applicable law. If, after such good faith
effort, BofA Securities cannot comply with the applicable law, BofA
Securities will not make the Offer to the holders of Depositary
Shares in that jurisdiction, provided that BofA Securities will
comply with the requirements of Rule 13e-4(f)(8) promulgated under
the Securities Exchange Act of 1934. BofA Securities is not
disseminating the Offer Documents in any jurisdictions outside
the United States where such
dissemination is not permitted under applicable law.
Forward-Looking Statements
Certain statements contained in this news release may constitute
"forward-looking" statements within the meaning of U.S. securities
laws. These forward-looking statements represent the current
expectations, plans or forecasts of Bank of America or BofA
Securities based on available information. 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 and BofA Securities undertake 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.
These statements are not guarantees of future results or
performance and involve certain known and unknown risks,
uncertainties and assumptions that are difficult to predict and are
often beyond the control of Bank of America or BofA
Securities. Actual outcomes and results may differ materially
from those expressed in, or implied by, any forward-looking
statements due to a variety of factors. 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
fiscal year ended December 31, 2021
and in any of Bank of America's other subsequent Securities and
Exchange Commission filings.
Bank of America
Bank of America is one of the world's leading financial
institutions, serving individual consumers, small and middle-market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk management
products and services. The company provides unmatched
convenience in the United States,
serving approximately 68 million consumer and small business
clients with approximately 3,900 retail financial centers,
approximately 16,000 ATMs and award-winning digital banking with
approximately 56 million verified digital users. Bank of
America is a global leader in wealth management, corporate and
investment banking and trading across a broad range of asset
classes, serving corporations, governments, institutions and
individuals around the world. Bank of America offers
industry-leading support to approximately 3 million small business
households through a suite of innovative, easy-to-use online
products and services. The company serves clients through
operations across the United
States, its territories and approximately 35
countries. Bank of America Corporation stock (NYSE: BAC) is
listed on the New York Stock Exchange.
For more Bank of America news, visit the Bank of America
newsroom and register for news email alerts.
www.bankofamerica.com
Investors May Contact:
Lee
McEntire, Bank of America
Phone: 1.980.388.6780
lee.mcentire@bofa.com
Jonathan G. Blum, Bank of America
(Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com
Reporters May Contact:
Bill
Halldin, Bank of America
Phone: 1.916.718.1251
william.halldin@bofa.com
Christopher P. Feeney, Bank of
America
Phone: 1.980.386.6794
christopher.feeney@bofa.com
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SOURCE Bank of America Corporation