Bank of America Corporation (the “Corporation”) today announced
the early participation results, as of 5 p.m., New York City time,
on December 15, 2017 (the “Early Participation Date”), of its
previously announced private offers (the “Exchange Offers”) for
Eligible Holders (as defined below) of the Corporation’s
outstanding debt securities listed in the tables below
(collectively, the “Existing Notes”) to exchange Existing Notes for
new fixed/floating rate senior notes (the “New Notes”) in two
categories of Exchange Offers, on the terms and conditions set
forth in the confidential offering memorandum (the “Offering
Memorandum”) dated December 4, 2017, and the accompanying letter of
transmittal (the “Letter of Transmittal”).
The tables below set forth the aggregate principal amount of
each series of Existing Notes that has been validly tendered and
not validly withdrawn at or prior to the Early Participation Date
in the first category of Exchange Offers and the second category of
Exchange Offers, respectively, based on information provided by the
exchange agent, as described below.
CUSIP No. Title of
Security Principal Amount Outstanding
Acceptance Priority Level Aggregate Principal
Amount Tendered at or prior to the Early Participation Date
06051GDZ9 7.625% Senior Notes, due June 2019 $2,864,165,000 1
$1,601,465,000 06051GEC9 5.625% Senior Notes, due July 2020
$3,000,000,000 2 $1,752,200,000 06051GEE5 5.875% Senior Notes, due
January 2021 $1,500,000,000 3 $ 768,530,000 06051GEX3 2.600% Senior
Notes, due January 2019 $3,750,000,000 4 $1,764,189,000 06051GFD6
2.650% Senior Notes, due April 2019 $2,500,000,000 5 $ 884,027,000
59018YN64 6.875% Senior Notes, due April 2018 $5,500,000,000 6
$2,500,818,000 06051GDX4 5.650% Senior Notes, due May 2018
$4,000,000,000 7 $1,350,050,000 590188JN9 6.875% Senior Notes, due
November 2018 $1,031,000,000 8 $ 177,099,000 590188JF6 6.500%
Senior Notes, due July 2018 $ 646,550,000 9 $ 50,421,000
CUSIP No. Title of
Security Principal Amount Outstanding
Acceptance Priority Level Aggregate Principal
Amount Tendered at or prior to the Early Participation Date
06051GEM7 5.700% Senior Notes, due January 2022 $2,250,000,000 1
$1,123,188,000 06051GEH8 5.000% Senior Notes, due May 2021
$2,000,000,000 2 $1,029,265,000 590188JB5 6.750% Senior Notes, due
June 2028 $ 250,000,000 3 $ 25,016,000 06051GFS3 3.875% Senior
Notes, due August 2025 $3,500,000,000 4 $1,707,182,000 06051GFG9
4.875% Senior Notes, due April 2044 $1,500,000,000 5 $ 995,308,000
59018YTM3 6.050% Senior Notes, due June 2034 $ 100,000,000 6 $
80,502,000 06051GFF1 4.000% Senior Notes, due April 2024
$2,750,000,000 7 $ 969,136,000 06053FAA7 4.100% Senior Notes, due
July 2023 $2,000,000,000 8 $ 819,784,000 06051GFB0 4.125% Senior
Notes, due January 2024 $2,500,000,000 9 $ 962,794,000 06051GFC8
5.000% Senior Notes, due January 2044 $2,000,000,000 10
$1,193,254,000 06051GEN5 5.875% Senior Notes, due February 2042
$1,500,000,000 11 $ 135,960,000
Determination of pricing terms for the Exchange Offers will
occur at 11 a.m., New York City time, on December 18, 2017. The
“Early Settlement Date” for Existing Notes validly tendered at or
prior to the Early Participation Date and accepted by the
Corporation for exchange is expected to be December 20, 2017.
The Exchange Offers will expire at 11:59 p.m., New York City
time, on January 4, 2018, unless extended by the Corporation (the
“Expiration Date”), and the “Final Settlement Date” (if any) for
any Existing Notes validly tendered after the Early Participation
Date but at or prior to the Expiration Date and accepted by the
Corporation for exchange is expected to be January 8, 2018.
The Withdrawal Deadline (as defined in the Offering Memorandum)
for valid tenders of Existing Notes occurred at 5 p.m., New York
City time, on December 15, 2017. As a result, tendered Existing
Notes may no longer be withdrawn pursuant to the Exchange Offers,
except as may be required by law.
Consummation of each Exchange Offer is subject to the
satisfaction or waiver of certain conditions as described in the
Offering Memorandum, including (i) the condition that at least
$1,000,000,000 of each series of New Notes be issued in the
Exchange Offers, (ii) the condition that the Existing Notes and the
New Notes receive certain accounting and tax treatment (as
described in the Offering Memorandum), and (iii) the absence of
certain adverse legal and market developments and other customary
conditions. Each Exchange Offer may be amended, extended or
terminated individually.
The Exchange Offers are made, and copies of the documents
relating to the Exchange Offers will be made available, only to a
holder of Existing Notes who has certified in an eligibility letter
(each, an “Eligible Holder”) certain matters to the Corporation,
including its status as (i) a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), or (ii) a person outside the United States
who is (a) not a “U.S. person” as defined in Rule 902 under the
Securities Act, (b) not acting for the account or benefit of a U.S.
person, and (c) a “non-U.S. qualified offeree” as defined in the
Offering Memorandum. Holders of Existing Notes who desire access to
the electronic eligibility certification should contact D.F. King
& Co., Inc., the information agent for the Exchange Offers, at
866.342.4881 (U.S. toll-free), 212.269.5550 (collect), or at
bac@dfking.com. Holders who wish to receive the Offering Memorandum
and the Letter of Transmittal can certify eligibility at
http://www.dfking.com/bac.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. The Corporation will enter into a registration
rights agreement with respect to the New Notes.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offers are being made
solely by the Offering Memorandum and only to such persons and in
such jurisdictions as are permitted under applicable law.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
communication is not being directed at or communicated to persons
within the United Kingdom save in circumstances where section 21(1)
of the FSMA does not apply.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive (as defined below) (a
“Relevant Member State”), qualified investors in that Relevant
Member State within the meaning of the Prospectus Directive, and
(B) (i) persons who are outside the United Kingdom or (ii) persons
in the United Kingdom falling within the definition of investment
professionals [as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”)] or within Article 43 of the Financial
Promotion Order, or are high net worth entities and other persons
falling within Article 69(2)(a) to (d) of the Financial Promotion
Order, or to other persons to whom it may otherwise lawfully be
communicated or caused to be communicated by virtue of an exemption
to Section 21(1) of the FSMA or otherwise in circumstance where it
does not apply (such persons together being “relevant persons”).
The New Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such New
Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on the Offering
Memorandum or any of its contents. For purposes of the foregoing,
the “Prospectus Directive” means the Prospectus Directive
2003/71/EC, as amended, including pursuant to Directive 2010/73/EU
and includes any relevant implementing measure in a Relevant Member
State.
Forward-looking statements
Certain statements in this news release represent the current
expectations, plans or forecasts of Bank of America Corporation
(“Bank of America”) based on available information and are
forward-looking statements. 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 undertakes
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.
Forward-looking statements represent Bank of America’s current
expectations, plans or forecasts of its future results, revenues,
expenses, efficiency ratio, capital measures, and future business
and economic conditions more generally, and other future matters.
These statements are not guarantees of its future results or
performance and involve certain known and unknown risks,
uncertainties and assumptions that are difficult to predict and are
often beyond Bank of America’s control. Actual outcomes and results
may differ materially from those expressed in, or implied by, any
forward-looking statements. 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 year ended
December 31, 2016 and in any of Bank of America's other subsequent
Securities and Exchange Commission filings.
Visit the Bank of America newsroom for more Bank of America
news.
www.bankofamerica.com
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version on businesswire.com: http://www.businesswire.com/news/home/20171218005536/en/
Reporters May Contact:Jerry Dubrowski, Bank of America,
1.646.855.1195jerome.f.dubrowski@bankofamerica.comInvestors May
Contact:Lee McEntire, Bank of America, 1.980.388.6780Jonathan G.
Blum, Bank of America (Fixed Income), 1.212.449.3112
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