CHARLOTTE, N.C., March 31,
2023 /PRNewswire/ -- Bank of America Corporation
("BAC") (NYSE: BAC), BofA Finance LLC ("BofA Finance") and certain
other BAC-affiliated issuers have issued and outstanding certain
floating or fixed-to-floating rate debt securities, preferred stock
represented by depositary shares and trust preferred securities,
listed in the Annexes to this press release, that are governed by
New York or Delaware law, for which U.S. dollar LIBOR
("USD LIBOR"), for one- or three-month tenors, serves as the
benchmark rate used in connection with the calculation or
determination of applicable interest, dividend or distribution
payments (the "USD LIBOR Securities"). On March 5, 2021, the U.K.'s Financial Conduct
Authority announced that after June 30,
2023, USD LIBOR for such tenors (along with other remaining
tenors of USD LIBOR) would cease publication or no longer be
representative. In connection with the cessation of
representative USD LIBOR, on March 15,
2022, Congress enacted the Adjustable Interest Rate (LIBOR)
Act (the "LIBOR Act"), and the Board of Governors of the Federal
Reserve System (the "Board") has issued final rules thereunder (the
"LIBOR Rule").
BAC is issuing this press release to announce its expectation
that, on the first London banking
date after June 30, 2023 (the "LIBOR
Replacement Date"), the CME Term SOFR Reference
Rate published for the one- or three-month tenor (that
corresponds to the applicable USD LIBOR tenor), as administered by
CME Group Benchmark Administration, Ltd. (or any successor
administrator thereof) ("CME Term SOFR"), plus the applicable tenor
spread adjustment described below (such rate being the
"Board-selected benchmark replacement" under the LIBOR Rule) will
be the reference rate for calculations or determinations of
applicable interest, dividend or distribution payments for each of
the USD LIBOR Securities listed in the Annexes to this press
release. The replacement of USD LIBOR as the benchmark rate
for each of the USD LIBOR Securities, with CME Term SOFR for the
applicable corresponding tenor, plus the applicable tenor spread
adjustment, will be effective for determinations under the terms of
the USD LIBOR Securities that are made on and after the LIBOR
Replacement Date, but will not affect any determinations made prior
to the LIBOR Replacement Date.
Non-Workable Contractual Fallbacks
The USD LIBOR Securities listed in Annex 1 to this press
release, contain fallback provisions that provide for (i) a poll or
inquiries for quotes or information related to USD LIBOR or (ii)
benchmark replacements based on USD LIBOR values (such as the most
recently available USD LIBOR rate or USD LIBOR rate as determined
by the calculation agent using discretion). Under the LIBOR
Act and LIBOR Rule, on the LIBOR Replacement Date, by operation of
law (i) these fallback provisions will be disregarded and deemed
null and void and without any force or effect, and (ii) USD LIBOR
will be replaced as the benchmark rate by CME Term SOFR for the
tenor that corresponds to the applicable USD LIBOR tenor, plus the
applicable tenor spread adjustment.
Determining Person Discretion
The USD LIBOR Securities listed in Annex 2 to this press
release contain fallback provisions authorizing an investment bank
of national or international standing, as applicable, to select the
benchmark replacement rate for three-month USD LIBOR. Under
the LIBOR Act and the LIBOR Rule, such investment bank is the
person with the sole authority under the terms of these USD LIBOR
Securities to determine a benchmark replacement for USD LIBOR
(referred to in the LIBOR Act and LIBOR Rule as the "determining
person"). For each of these USD LIBOR Securities, BAC and
BofA Finance, as issuers of such securities, have appointed BofA
Securities, Inc. as the determining person, and it has selected
three-month CME Term SOFR, plus the applicable tenor spread
adjustment, as the benchmark replacement for three-month USD LIBOR
on and after the LIBOR Replacement Date.
ARRC Recommended Fallback Provisions
The USD LIBOR Securities listed in Annex 3 to this
press release contain fallback provisions for three-month USD LIBOR
substantially in the form recommended on April 25, 2019 by the Alternative Reference Rates
Committee ("ARRC") convened by the Federal Reserve Bank of New
York. For each of these USD LIBOR Securities, in accordance
with these fallback provisions, it is expected that USD LIBOR will
be replaced as the benchmark rate by CME Term SOFR for the
applicable tenor, plus the applicable tenor spread adjustment, on
and after the USD LIBOR Replacement Date, if BAC, as issuer,
determines that a benchmark transition event and the related
benchmark replacement date (as such terms are defined in such
securities) have occurred and an interpolated rate (as such term is
defined in such securities) cannot be determined. BAC, as
issuer of these USD LIBOR Securities, expects these conditions to
be satisfied on and after the LIBOR Replacement Date, such that
three-month CME Term SOFR, plus the applicable tenor spread
adjustment, will replace three-month USD LIBOR for each of these
Annex 3 USD LIBOR Securities on and after the LIBOR
Replacement Date in the same manner as described above for the
Annex 1 and Annex 2 USD LIBOR Securities.
Tenor Spread Adjustment
The tenor spread adjustment for CME Term SOFR with respect to
the following tenors of USD LIBOR, as set forth in the LIBOR Act
and the LIBOR Rule, is:
Tenor
|
Tenor
spread
adjustment
|
One Month
|
0.11448 %
|
Three Months
|
0.26161 %
|
Conforming Changes
For the USD LIBOR Securities for which the Board-selected
benchmark replacement becomes the benchmark replacement for USD
LIBOR by operation of law under the LIBOR Act (the USD LIBOR
Securities listed in Annex 1) or because selected as such by
a determining person (the USD LIBOR Securities listed in Annex
2), the LIBOR Rule provides that certain benchmark replacement
conforming changes will become an integral part of such securities
by operation of law. See Annex 4 for a description of
such conforming changes. In addition, a person responsible
for calculating or determining any valuation, payment or other
measurement based on a benchmark (a "calculating person") has the
authority under the LIBOR Act and the LIBOR Rule to make certain
additional benchmark replacement conforming changes (in addition to
those specified in LIBOR Rule) under securities such as the USD
LIBOR Securities listed in Annex 1 and Annex 2
without any requirement to obtain consent from any other
person. Any such additional changes that the applicable
calculating person makes with respect to such USD LIBOR Securities
will become an integral part of the applicable securities by
operation of law and be the subject of a separate announcement
on the Investors/Fixed Income portion of BAC's website.
Under the terms of the USD LIBOR Securities listed in Annex
3, BAC, as issuer, will have the right to make benchmark
replacement conforming changes. It is expected that BAC will
determine that the benchmark replacement conforming changes adopted
by the Board under the LIBOR Rule will also apply to such USD
LIBOR Securities. If BAC makes any additional benchmark
replacement conforming changes with respect to such USD LIBOR
Securities, such additional changes will be the subject of a
separate announcement on the Investors/Fixed Income portion of
BAC's website.
This press release applies only to the USD LIBOR Securities
listed in the Annexes to this press release and does not relate
to any other securities or other instruments. In
advance of the LIBOR Replacement Date, further notices relating to
CME Term SOFR as the benchmark replacement rate for USD LIBOR for
the USD LIBOR Securities held through The Depository Trust Company
("DTC") will be made pursuant to the DTC LIBOR Replacement Index
Communication Tool.
Forward-Looking Statements
Certain statements contained in this press release may
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements made in this press release include,
without limitation, statements concerning the expected transition
of the Annex 3 USD LIBOR Securities to CME Term SOFR for the
applicable tenor, plus the applicable spread adjustment.
These statements are not guarantees of future results or
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict or beyond our
control. You should not place undue reliance on any
forward-looking statement and should consider the uncertainties
with respect to such transition and resulting risks that such
transition would not occur, and including those discussed under
Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2022, and in any of our subsequent
Securities and Exchange Commission filings. Forward-looking
statements speak only as of the date they are made, and except as
required by the U.S. federal securities laws, we 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.
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 67 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 email news alerts.
www.bankofamerica.com
Investors May Contact:
Lee McEntire, Bank of America
Phone: 1.980.388.6780
lee.mcentire@bofa.com
Jonathan Blum, Bank of America
(Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com
Reporters May Contact:
Bill Halldin, Bank of America
Phone: 1.916.724.0093
william.halldin@bofa.com
Christopher P. Feeney, Bank of
America
Phone: 1.980.386.6794
christopher.feeney@bofa.com
ANNEX
1
NON-WORKABLE
CONTRACTUAL FALLBACKS
BAC Benchmark
Notes
|
|
CUSIP
No./ISIN
|
Issue
Date
|
Title of
Security
|
63858REX51
|
3/23/1998
|
Senior Medium-Term
Floating Rate Notes, due March 2038
|
06050MAA5
|
5/21/1999
|
Senior Medium-Term
Floating Rate Notes, due May 2039
|
06050MAB31
|
6/30/1999
|
Senior Medium-Term
Floating Rate Notes, due June 2039
|
06050MAD9
|
10/26/1999
|
Senior Medium-Term
Floating Rate Notes, due October 2039
|
06050MAG2
|
12/17/1999
|
Senior Medium-Term
Floating Rate Notes, due December 2039
|
06050MAZ0
|
11/27/2000
|
Senior Medium-Term
Floating Rate Notes, due November 2040
|
06050MBS5
|
12/28/2001
|
Senior Medium-Term
Floating Rate Notes, due December 2041
|
59022CAA12
|
9/12/2006
|
Floating Rate
Subordinated Notes Due September 15, 2026
|
XS02725578761,3
|
10/25/2006
|
Registered Floating
Rate Notes due October, 2027
|
5901886X12
|
11/27/2006
|
Floating Rate
Subordinated Notes Due December 1, 2026
|
59018YT432
|
9/22/2008
|
Senior Medium-Term
Floating Rate Notes, due January 2037
|
06051GGF0
|
1/20/2017
|
3.824% Fixed/Floating
Rate Senior Notes, due January 2028
|
06051GGG8
|
1/20/2017
|
4.443% Fixed/Floating
Rate Senior Notes, due January 2048
|
06051GGM5
|
4/24/2017
|
4.244% Fixed/Floating
Rate Senior Notes, due April 2038
|
06051GGL7
|
4/24/2017
|
3.705% Fixed/Floating
Rate Senior Notes, due April 2028
|
06051GGR4
|
7/21/2017
|
3.593% Fixed/Floating
Rate Senior Notes, due July 2028
|
06051GGT0
|
9/18/2017
|
3.093% Fixed/Floating
Rate Senior Notes, due October 2025
|
U0R8A1AB3/
06051GGW3
|
12/20/2017
|
3.419% Fixed/Floating
Rate Senior Notes, due 2028
|
06051GHD44
|
|
06051GGZ6
|
1/23/2018
|
3.366% Fixed/Floating
Rate Senior Notes, due January 2026
|
06051GHA0
|
1/23/2018
|
3.946% Fixed/Floating
Rate Senior Notes, due January 2049
|
06051GHB8
|
2/5/2018
|
Floating Rate Senior
Notes, due February 2026
|
BAC Preferred
Stock/Depositary Shares
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
060505633
|
11/1/20045
|
Depositary shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 1 (CUSIP No. for the
Series 1 Preferred Stock is 060505542)
|
060505625
|
3/14/20055
|
Depositary shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 2 (CUSIP No. for the
Series 2 Preferred Stock is 060505534)
|
060505591
|
11/17/20055
|
Depositary shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 4 (CUSIP No. for the
Series 4 Preferred Stock is 060505518)
|
060505815
|
11/6/2006
|
Depositary shares, each
representing a 1/1,000th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series E (CUSIP No. for the
Series E Preferred Stock is 060505799)
|
060505583
|
3/20/20075
|
Depositary shares, each
representing a 1/1,200th interest in a share of Floating
Rate Non-Cumulative Preferred Stock, Series 5 (CUSIP No. for the
Series 5 Preferred Stock is 060505492)
|
060505ED2
|
5/29/2013
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U
(CUSIP No. for the Series U Preferred Stock is
060505EE0)
|
060505EH3
|
9/5/2014
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X
(CUSIP No. for the Series X Preferred Stock is
060505EJ9)
|
060505EL4
|
10/23/2014
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z
(CUSIP No. for the Series Z Preferred Stock is
060505EM2)
|
060505EN0
|
3/17/2015
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series AA
(CUSIP No. for the Series AA Preferred Stock is
060505EP5)
|
060505EU4
|
3/10/2016
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series DD
(CUSIP No. for the Series DD Preferred Stock is
060505EV2)
|
BAC Client-Driven
Notes
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
06048WPV6
|
10/30/2014
|
Fixed to Floating Rate
Notes with a Maximum Interest Rate, due October 30, 2024
|
06048WPZ7
|
11/25/2014
|
Fixed to Floating Rate
Notes with a Maximum Interest Rate, due November 25,
2024
|
06048WTR1
|
10/28/2016
|
Fixed to Floating Rate
Notes with a Maximum Interest Rate, due October 28, 2026
|
06048WUS7
|
8/28/2017
|
Fixed to Floating Rate
Notes with a Maximum Interest Rate, due August 28, 2027
|
BAC Capital Trust
XIII Trust Preferred Securities
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
05518UAA5
|
2/16/2007
|
Floating Rate Preferred
Hybrid Income Term Securities of BAC Capital Trust XIII (CUSIP No.
for the underlying Series F Preferred Stock is
060505377)
|
BAC Capital Trust
XIV Trust Preferred Securities
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
05518VAA3
|
2/16/2007
|
5.63% Fixed to Floating
Rate Preferred Hybrid Income Term Securities of BAC Capital Trust
XIV (CUSIP No. for the underlying Series G Preferred Stock is
060505385)
|
BAC Capital Trust XV
Trust Preferred Securities
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
05518WAA1
|
5/31/2007
|
Floating Rate Capital
Securities of BAC Capital Trust XV (CUSIP No. for the underlying
junior subordinated notes is 060505DF8)
|
_________________
1
|
The benchmark rate for
these USD LIBOR Securities is one-month USD LIBOR. For all
other USD LIBOR Securities, the benchmark rate is three-month USD
LIBOR.
|
2
|
Originally issued by
Merrill Lynch & Co., Inc. ("ML&Co.").
|
3
|
Held through Euroclear
Bank SA/NV and/or Clearstream Banking, S.A., Luxembourg.
|
4
|
These notes of this
series (CUSIP No. 06051GHD4) were issued on 5/24/2018 in exchange
for outstanding notes of this series (CUSIP Nos. U0R8A1AB3 and
06051GGW3) previously issued on 12/20/2017. Certain notes of
this series issued on 12/20/2017 were not exchanged and remain
outstanding.
|
5
|
This is the date that
ML&Co. originally issued shares of its preferred stock that
were exchanged for shares of corresponding BAC preferred stock in
the merger of BAC and ML&Co. on 1/1/2009.
|
ANNEX
2
DETERMINING PERSON
DISCRETION
BAC Benchmark
Notes
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
06051GHG7
|
3/5/2018
|
3.970% Fixed/Floating
Rate Senior Notes, due March 2029
|
06051GHL6
|
7/23/2018
|
3.864% Fixed/Floating
Rate Senior Notes, due July 2024
|
06051GHK8
|
7/23/2018
|
Floating Rate Senior
Notes, due July 2024
|
06051GHM4
|
7/23/2018
|
4.271% Fixed/Floating
Rate Senior Notes, due July 2029
|
06051GHQ5
|
2/7/2019
|
3.974% Fixed/Floating
Rate Senior Notes, due February 2030
|
06051GHR3
|
3/15/2019
|
3.458% Fixed/Floating
Rate Senior Notes, due March 2025
|
06051GHS1
|
3/15/2019
|
4.330% Fixed/Floating
Rate Senior Notes, due March 2050
|
06051GHT9
|
4/23/2019
|
3.559% Fixed/Floating
Rate Senior Notes, due April 2027
|
06051GHU6
|
4/23/2019
|
4.078% Fixed/Floating
Rate Senior Notes, due April 2040
|
BAC Preferred
Stock/Depositary Shares
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
060505FL3
|
3/15/2018
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF
(CUSIP No. for the Series FF Preferred Stock is
060505FK5)
|
BAC Client-Driven
Notes
|
|
CUSIP
No./ISIN
|
Issue
Date
|
Title of
Security
|
06048WWH9
|
4/23/2018
|
Puttable Floating Rate
Notes, due April 23, 2058
|
06048WWN6
|
4/27/2018
|
Floating Rate Notes
with Minimum and Maximum Interest Rates, due April 27,
2028
|
06048WXG0
|
8/31/2018
|
Puttable Floating Rate
Notes, due August 30, 2058
|
06048WXP0
|
9/12/2018
|
Puttable Floating Rate
Notes, due September 12, 2058
|
06048WYA2
|
11/9/2018
|
Puttable Floating Rate
Notes, due November 9, 2058
|
06048WYR5
|
12/10/2018
|
Puttable Floating Rate
Notes, due December 10, 2058
|
06048WYS3
|
12/18/2018
|
Floating Rate Notes
with Minimum and Maximum Interest Rates, due December 18,
2028
|
06048WYV6
|
12/26/2018
|
Puttable Floating Rate
Notes, due December 26, 2058
|
06048WZF0
|
2/7/2019
|
Puttable Floating Rate
Notes, due February 7, 2059
|
XS19023423176
|
11/13/2018
|
USD 3,000,000 Floating
Rate Notes due November 2028
|
XS19175719006
|
12/10/2018
|
USD 10,000,000 Floating
Rate Notes due December 2028
|
XS19434433306
|
2/7/2019
|
USD 3,000,000 Floating
Rate Notes due February 2029
|
XS19585375476
|
3/13/2019
|
USD 3,000,000 Floating
Rate Notes due March 2029
|
XS19581898366
|
3/14/2019
|
USD 10,000,000 Floating
Rate Notes due March 2029
|
BofA Finance
Client-Driven Note
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
09709THC8
|
7/29/2019
|
4.00% Issuer Callable
Daily Range Accrual Notes Linked to 3-month U.S. Dollar LIBOR, due
July 29, 2029
|
_________________
6
|
Held through Euroclear
Bank SA/NV and/or Clearstream Banking, S.A., Luxembourg.
|
ANNEX
3
ARRC RECOMMENDED
FALLBACK PROVISIONS
BAC Benchmark
Notes
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
06051GHV4
|
7/23/2019
|
3.194% Fixed/Floating
Rate Senior Notes, due July 2030
|
06051GHW2
|
10/22/2019
|
2.456% Fixed/Floating
Rate Senior Notes, due October 2025
|
06051GHX0
|
10/22/2019
|
2.884% Fixed/Floating
Rate Senior Notes, due October 2030
|
06051GHY8
|
2/13/2020
|
2.015% Fixed/Floating
Rate Senior Notes, due February 2026
|
06051GHZ5
|
2/13/2020
|
2.496% Fixed/Floating
Rate Senior Notes, due February 2031
|
06051GJA8
|
3/20/20207
|
4.083% Fixed/Floating
Rate Senior Notes, due March 2051
|
BAC Preferred
Stock/Depositary Shares
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
060505FP4
|
6/20/2019
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series JJ
(CUSIP No. for the Series JJ Preferred Stock is
060505FN9)
|
060505FQ2
|
1/24/2020
|
Depositary Shares, each
representing 1/25th interest in a share of
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series MM
(CUSIP No. for the Series MM Preferred Stock is
060505FR0)
|
BAC Client-Driven
Notes
|
|
CUSIP
No.
|
Issue
Date
|
Title of
Security
|
06048WE22
|
10/24/2019
|
Puttable Floating Rate
Notes, due October 24, 2059
|
06048WF47
|
11/29/2019
|
Puttable Floating Rate
Notes, due December 1, 2059
|
_________________
7
|
Issue Date of 3/27/2020
for additional notes issued in a reopening of this
series.
|
ANNEX 4
CONFORMING CHANGES
The following are the benchmark replacement conforming changes
specified in the LIBOR Rule:
(1)
|
Any reference to a
specified source for USD LIBOR shall be replaced with the
publication of the applicable Board-selected benchmark replacement
(inclusive of the applicable tenor spread adjustment) by either the
relevant benchmark administrator for the applicable Board-selected
benchmark replacement or any third party authorized by the relevant
benchmark administrator to publish the applicable Board-selected
benchmark replacement.
|
(2)
|
Any reference to a
particular time of day for determining USD LIBOR (such as 11:00
a.m. London time) shall be replaced with the standard publication
time for the applicable Board-selected benchmark replacement
(inclusive of the relevant tenor spread adjustment), as established
by the relevant benchmark administrator.
|
(3)
|
Any provision of any
USD LIBOR Securities requiring use of a combination (such as an
average) of LIBOR values over a period of time that spans the LIBOR
Replacement Date shall be modified to provide that the combination
shall be calculated consistent with that contractual provision
using (i) the USD LIBOR the applicable tenor for any date prior to
the LIBOR Replacement Date and (ii) the applicable Board-selected
benchmark replacement rate for any date on or following the LIBOR
Replacement Date, respectively.
|
(4)
|
To the extent a
Board-selected benchmark replacement is not available or published
on a particular day indicated in the USD LIBOR Securities as the
determination date, the most recently available publication of the
Board-selected benchmark replacement will apply.
|
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SOURCE Bank of America Corporation