Linked to the Least Performing of
the EURO STOXX Banks Price Index and the United States Oil Fund, LP
|
•
|
Approximate
7-year term if not called prior to maturity.
|
|
•
|
Payments
on the Notes will depend on the individual performance of the EURO STOXX Banks Price Index and the United States Oil Fund, LP (each
an “Underlying”).
|
|
•
|
Contingent
coupon rate of 9.45% per annum (0.7875% per month) payable monthly if the Observation Value of each Underlying on the applicable
Observation Date is greater than or equal to 65% of its Starting Value.
|
|
•
|
Beginning
in July 2020, automatically callable quarterly for an amount equal to the principal amount plus the relevant contingent coupon
if the closing level of
each
Underlying is greater than or equal to its Starting Value on any Observation Date occurring
in January, April, July and October of each year (other than the final Observation Date).
|
|
•
|
Assuming
the Notes are not called prior to maturity, if either Underlying declines by more than 20% from its Starting Value, at maturity
the investor will receive a 1:1 downside beyond a 20% decline, with up to 80% of the principal at risk; otherwise, investors will
receive the principal amount. In each case, at maturity, the investor will receive the applicable contingent coupon, if payable.
|
|
•
|
All
payments on the Notes are subject to the credit risk of BofA Finance LLC (“BofA Finance”) and Bank of America Corporation
(“BAC” or the “Guarantor”).
|
|
•
|
The
Notes priced on July 19, 2019, will issue on July 24, 2019 and will mature on July 23, 2026. The Notes will not be listed on any
securities exchange.
|
The initial estimated
value of the Notes as of the pricing date is $926.20 per Note, which is less than the public offering price listed below.
The
actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See “Risk Factors”
beginning on page PS-10 of this pricing supplement and “Structuring the Notes” on page PS-20 of this pricing supplement
for additional information.
Potential purchasers of the Notes should consider the information in “Risk Factors”
beginning on page PS-10 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-4 of the accompanying
prospectus supplement, and page 7 of the accompanying prospectus.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if
this Note Prospectus (as defined on page PS-25) is truthful or complete. Any representation to the contrary is a criminal offense.
|
Public offering price
(1)
|
Underwriting discount
(1)
|
Proceeds, before expenses, to BofA Finance
|
Per Note
|
$1,000.00
|
$42.50
|
$957.50
|
Total
|
$1,013,000.00
|
$43,052.50
|
$969,947.50
|
|
(1)
|
Certain dealers who purchase the Notes for sale to
certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering
price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $957.50 per note.
|
The
Notes and the related guarantee:
Are Not FDIC Insured
|
Are Not Bank Guaranteed
|
May Lose Value
|
Selling Agent
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Terms of the Notes
The Contingent
Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States
Oil Fund, LP (the “Notes”) provide a monthly Contingent Coupon Payment of $7.875 per $1,000 in principal amount on
the applicable Contingent Payment Date if, on any monthly Observation Date, the Observation Value of
each
Underlying is
greater than or equal to its Coupon Barrier. Beginning in July 2020, if the Observation Value of
each
Underlying is greater
than or equal to its Starting Value on any Observation Date occurring in January, April, July and October of each year (other than
the final Observation Date), the Notes will be automatically called, in whole but not in part, at 100% of the principal amount,
together with the relevant Contingent Coupon Payment. No further amounts will be payable following an Automatic Call. If the Notes
are not automatically called and the Least Performing Underlying declines by more than 20% from its Starting Value, there is full
exposure to declines in the Least Performing Underlying beyond a 20% decline, and you will lose some or a significant portion of
your investment in the Notes. Otherwise, you will receive the principal amount. In each case, at maturity, the investor will receive
the applicable Contingent Coupon, if payable. The Notes are not traditional debt securities and it is possible that the Notes will
not pay any Contingent Coupon Payments, and you may lose some or a significant portion of your principal amount at maturity. Any
payments on the Notes will be calculated based on the $1,000 principal amount per Note and will depend on the performance of the
Underlyings, subject to our and BAC’s credit risk.
Issuer:
|
BofA Finance
|
Guarantor:
|
BAC
|
Denominations:
|
The Notes will be issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof.
|
Term:
|
Approximately 7 years, unless previously automatically called.
|
Underlyings:
|
The EURO STOXX Banks Price Index (the “SX7E”) (Bloomberg symbol: “SX7E”) and the United States Oil Fund, LP (the “USO”) (Bloomberg symbol: “USO”).
|
Pricing Date:
|
July 19, 2019
|
Issue Date:
|
July 24, 2019
|
Valuation Date:
|
July 20, 2026, subject to postponement as described under “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” of the accompanying product supplement. If the Valuation Date is not a business day, the Valuation Date will be postponed to the next business day.
|
Maturity Date:
|
July 23, 2026
|
Starting Value:
|
SX7E: 88.40
USO: $11.67
|
Observation Value:
|
With respect to the SX7E, its closing level on the applicable Observation Date. With respect to the USO, its Closing Market Price on the applicable Observation Date multiplied by its Price Multiplier on that day.
|
Price Multiplier:
|
With respect to the USO, 1, subject to adjustment for certain events relating to the USO as described in “Description of the Notes-Anti-Dilution and Discontinuance Adjustments Relating to ETFs” beginning on page PS-23 of the accompanying product supplement.
|
Ending Value:
|
With respect to the SX7E, its closing level on the Valuation Date. With respect to the USO, its Closing Market Price on the Valuation Date multiplied by its Price Multiplier on that day.
|
Coupon Barrier:
|
SX7E: 57.46, which
is 65% of its Starting Value.
USO: $7.59, which
is 65% of its Starting Value (rounded to two decimal places).
|
Threshold Value:
|
SX7E: 70.72, which
is 80% of its Starting Value.
USO: $9.34, which
is 80% of its Starting Value (rounded to two decimal places).
|
Contingent Coupon Payment:
|
If, on any monthly
Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent
Coupon Payment of $7.875 per $1,000 in principal amount (equal to a rate of 0.7875% per month or 9.45% per annum) on the applicable
Contingent Payment Date.
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
2
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Automatic Call:
|
Beginning in July 2020, all (but not less than all) of the Notes will be automatically called if the Observation Value of
each
Underlying is greater than or equal to its Starting Value on any Observation Date occurring in January, April, July and October of each year (other than the final Observation Date). If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Contingent Payment Date. No further amounts will be payable following an Automatic Call.
|
Early Redemption
Amount:
|
For each $1,000 principal amount of Notes,
$1,000 plus the applicable Contingent Coupon Payment.
|
Redemption Amount:
|
If the Notes have
not been automatically called prior to maturity, the Redemption Amount per $1,000 principal amount of Notes will be:
a)
If the Ending Value of the Least Performing Underlying
is greater than or equal to its Threshold Value:
$1,000
b)
If the Ending Value of the Least Performing Underlying
is less than its Threshold Value:
In this case,
the Redemption Amount will be less than the principal amount and you could lose up to 80% of your principal amount.
In each case described
above, you will also receive the final Contingent Coupon Payment if the Ending Value of the Least Performing Underlying is greater
than or equal to its Coupon Barrier.
|
Observation Dates:
|
As set forth on page PS-4.
|
Contingent Payment Dates:
|
As set forth on page PS-4.
|
Calculation Agent:
|
BofA Securities, Inc. (“BofAS”), an affiliate of BofA Finance.
|
Selling Agent:
|
BofAS.
|
CUSIP:
|
09709TUS8
|
Underlying Return:
|
With respect to
each Underlying,
|
Least Performing Underlying:
|
The Underlying with the lowest Underlying Return.
|
Events of Default and Acceleration:
|
If an Event of Default, as defined in the senior indenture and in the section entitled
“
Events of Default and Rights of Acceleration
”
beginning on page 35 of the accompanying prospectus, with respect to the Notes occurs and is continuing, the amount payable to a holder of the Notes upon any acceleration permitted under the Senior Indenture will be equal to the amount described under the caption
“—
Redemption Amount
”
above, calculated as though the date of acceleration were the maturity date of the Notes and as though the Valuation Date were the third trading day prior to the date of acceleration. We will also determine whether the final Contingent Coupon Payment is payable based upon the levels of the Underlyings on the deemed Valuation Date;
any such final Contingent Coupon Payment will be prorated by the Calculation Agent to reflect the length of the final contingent payment period. In case of a default in the payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate.
|
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
3
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Observation Dates and Contingent Payment
Dates
Observation Dates*
|
|
Contingent Payment Dates**
|
August 19, 2019
|
|
August 22, 2019
|
September 19, 2019
|
|
September 24, 2019
|
October 21, 2019
|
|
October 24, 2019
|
November 19, 2019
|
|
November 22, 2019
|
December 19, 2019
|
|
December 24, 2019
|
January 21, 2020
|
|
January 24, 2020
|
February 19, 2020
|
|
February 24, 2020
|
March 19, 2020
|
|
March 24, 2020
|
April 20, 2020
|
|
April 23, 2020
|
May 19, 2020
|
|
May 22, 2020
|
June 19, 2020
|
|
June 24, 2020
|
July 20, 2020***
|
|
July 23, 2020
|
August 19, 2020
|
|
August 24, 2020
|
September 21, 2020
|
|
September 24, 2020
|
October 19, 2020***
|
|
October 22, 2020
|
November 19, 2020
|
|
November 24, 2020
|
December 21, 2020
|
|
December 24, 2020
|
January 19, 2021***
|
|
January 22, 2021
|
February 19, 2021
|
|
February 24, 2021
|
March 19, 2021
|
|
March 24, 2021
|
April 19, 2021***
|
|
April 22, 2021
|
May 19, 2021
|
|
May 24, 2021
|
June 21, 2021
|
|
June 24, 2021
|
July 19, 2021***
|
|
July 22, 2021
|
August 19, 2021
|
|
August 24, 2021
|
September 20, 2021
|
|
September 23, 2021
|
October 19, 2021***
|
|
October 22, 2021
|
November 19, 2021
|
|
November 24, 2021
|
December 20, 2021
|
|
December 23, 2021
|
January 19, 2022***
|
|
January 24, 2022
|
February 22, 2022
|
|
February 25, 2022
|
March 21, 2022
|
|
March 24, 2022
|
April 19, 2022***
|
|
April 22, 2022
|
May 19, 2022
|
|
May 24, 2022
|
June 20, 2022
|
|
June 23, 2022
|
July 19, 2022***
|
|
July 22, 2022
|
August 19, 2022
|
|
August 24, 2022
|
September 19, 2022
|
|
September 22, 2022
|
October 19, 2022***
|
|
October 24, 2022
|
November 21, 2022
|
|
November 25, 2022
|
December 19, 2022
|
|
December 22, 2022
|
January 19, 2023***
|
|
January 24, 2023
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
4
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
February 21, 2023
|
|
February 24, 2023
|
March 20, 2023
|
|
March 23, 2023
|
April 19, 2023***
|
|
April 24, 2023
|
May 19, 2023
|
|
May 24, 2023
|
June 19, 2023
|
|
June 22, 2023
|
July 19, 2023***
|
|
July 24, 2023
|
August 21, 2023
|
|
August 24, 2023
|
September 19, 2023
|
|
September 22, 2023
|
October 19, 2023***
|
|
October 24, 2023
|
November 20, 2023
|
|
November 24, 2023
|
December 19, 2023
|
|
December 22, 2023
|
January 19, 2024***
|
|
January 24, 2024
|
February 20, 2024
|
|
February 23, 2024
|
March 19, 2024
|
|
March 22, 2024
|
April 19, 2024***
|
|
April 24, 2024
|
May 21, 2024
|
|
May 24, 2024
|
June 19, 2024
|
|
June 24, 2024
|
July 19, 2024***
|
|
July 24, 2024
|
August 19, 2024
|
|
August 22, 2024
|
September 19, 2024
|
|
September 24, 2024
|
October 21, 2024***
|
|
October 24, 2024
|
November 19, 2024
|
|
November 22, 2024
|
December 19, 2024
|
|
December 24, 2024
|
January 21, 2025***
|
|
January 24, 2025
|
February 19, 2025
|
|
February 24, 2025
|
March 19, 2025
|
|
March 24, 2025
|
April 22, 2025***
|
|
April 25, 2025
|
May 19, 2025
|
|
May 22, 2025
|
June 19, 2025
|
|
June 24, 2025
|
July 21, 2025***
|
|
July 24, 2025
|
August 19, 2025
|
|
August 22, 2025
|
September 19, 2025
|
|
September 24, 2025
|
October 20, 2025***
|
|
October 23, 2025
|
November 19, 2025
|
|
November 24, 2025
|
December 19, 2025
|
|
December 24, 2025
|
January 20, 2026***
|
|
January 23, 2026
|
February 19, 2026
|
|
February 24, 2026
|
March 19, 2026
|
|
March 24, 2026
|
April 20, 2026***
|
|
April 23, 2026
|
May 19, 2026
|
|
May 22, 2026
|
June 19, 2026
|
|
June 24, 2026
|
July 20, 2026 (the “Valuation Date”)
|
|
July 23, 2026 (the “Maturity Date”)
|
* The Observation Dates are subject to postponement as set forth
in “Description of the Notes—Certain Terms of the Notes—Events Relating to Observation Dates” on page PS-19
of the accompanying product supplement EQUITY-1. If an Observation Date is not a business day, such Observation Date will be postponed
to the next business day.
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
5
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
** Postponement of a monthly Observation Date will not cause the
postponement of the Contingent Payment Date relating to such Observation Date.
*** The Notes will be automatically called on such date if the Observation Value of each Underlying is greater than or equal to
its Starting Value. If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Contingent
Payment Date
Any payments
on the Notes depend on the credit risk of BofA Finance, as issuer, and BAC, as guarantor, and on the performance of the Underlyings.
The economic terms of the Notes are based on BAC’s internal funding rate, which is the rate it would pay to borrow funds
through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements BAC’s affiliates
enter into. BAC’s internal funding rate is typically lower than the rate it would pay when it issues conventional fixed or
floating rate debt securities. This difference in funding rate, as well as the underwriting discount and the hedging related charges
described below (see “Risk Factors” beginning on page PS-10) reduced the economic terms of the Notes to you and the
initial estimated value of the Notes. Due to these factors, the public offering price you are paying to purchase the Notes is greater
than the initial estimated value of the Notes as of the pricing date.
The initial
estimated value of the Notes as of the pricing date is set forth on the cover page of this pricing supplement. For more information
about the initial estimated value and the structuring of the Notes, see “Risk Factors” beginning on page PS-10 and
“Structuring the Notes” on page PS-20.
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
6
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Contingent Coupon Payment and Redemption
Amount Determination
On each Contingent Payment
Date, you may receive a Contingent Coupon Payment determined as follows:
Assuming
the Notes have not been automatically called, on the Maturity Date, you will receive a cash payment per Note determined as follows:
In this case, the
Redemption Amount will be less than the principal amount and you could lose up to 80% of your principal amount.
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
7
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Total Contingent Coupon Payment Examples
The
table below illustrates the hypothetical total Contingent Coupon Payments per $1,000 in principal amount over the term of the Notes,
based on the Contingent Coupon Payment of $7.875 per Note, depending on how many Contingent Coupon Payments are payable prior to
an Automatic Call or maturity. Depending on the performance of the Underlyings, you may not receive any Contingent Coupon Payments
during the term of the Notes.
Number of Contingent Coupon Payment
s
|
Total Contingent Coupon Payment
s
|
0
|
$0.00
|
12
|
$94.50
|
24
|
$189.00
|
36
|
$283.50
|
48
|
$378.00
|
60
|
$472.50
|
72
|
$567.00
|
84
|
$661.50
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
8
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Hypothetical Payout Profile and Examples
of Payments at Maturity
Contingent Income Buffered
Auto-Callable Yield Notes Table
The following
table is for purposes of illustration only. It assumes the Notes have not been automatically called prior to maturity and is based
on
hypothetical
values and shows
hypothetical
returns on the Notes. The table illustrates the calculation of the
Redemption Amount and total return based on a hypothetical Starting Value of 100, a hypothetical Coupon Barrier of 65 for the Least
Performing Underlying, a hypothetical Threshold Value of 80 for the Least Performing Underlying, the Contingent Coupon Payment
of $7.875 per Note and a range of hypothetical Ending Values of the Least Performing Underlying.
The actual amount you receive
and the resulting total return will depend on the actual Starting Values, Coupon Barriers, Threshold Values, Observation Values
and Ending Values of the Underlyings, whether the Notes are automatically called prior to maturity, and whether you hold the Notes
to maturity.
The following examples do not take into account any tax consequences from investing in the Notes.
For recent
actual levels of the Underlyings, see “The Underlyings” section below. Each Underlying is a price return index and
as such its Ending Value will not include any income generated by dividends paid on the stocks included in that Underlying, which
you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the Notes are
subject to issuer and guarantor credit risk.
Ending Value of the
Least Performing Underlying
|
Underlying Return of the
Least Performing Underlying
|
Redemption
Amount per Note
|
Return
on the Notes
(1)
|
160.00
|
60.00%
|
$1,007.875
(2)
|
0.7875%
|
150.00
|
50.00%
|
$1,007.875
|
0.7875%
|
140.00
|
40.00%
|
$1,007.875
|
0.7875%
|
130.00
|
30.00%
|
$1,007.875
|
0.7875%
|
120.00
|
20.00%
|
$1,007.875
|
0.7875%
|
110.00
|
10.00%
|
$1,007.875
|
0.7875%
|
105.00
|
5.00%
|
$1,007.875
|
0.7875%
|
102.00
|
2.00%
|
$1,007.875
|
0.7875%
|
100.00
(3)
|
0.00%
|
$1,007.875
|
0.7875%
|
90.00
|
-10.00%
|
$1,007.875
|
0.7875%
|
80.00
(4)
|
-20.00%
|
$1,007.875
|
0.7875%
|
75.00
|
-25.00%
|
$957.875
|
-4.2125%
|
70.00
|
-30.00%
|
$907.875
|
-9.2125%
|
65.00
(5)
|
-35.00%
|
$857.875
|
-14.2125%
|
60.00
|
-40.00%
|
$800.000
|
-20.0000%
|
55.00
|
-45.00%
|
$750.000
|
-25.0000%
|
50.00
|
-50.00%
|
$700.000
|
-30.0000%
|
0.00
|
-100.00%
|
$200.000
|
-80.0000%
|
|
(1)
|
The “Return on the
Notes” is calculated based on the Redemption Amount and potential final Contingent Coupon Payment, not including any Contingent
Coupon Payments paid prior to maturity.
|
|
(2)
|
This amount represents
the sum of the principal amount and the final Contingent Coupon Payment.
|
|
(3)
|
The hypothetical Starting
Value of 100 used in the table above has been chosen for illustrative purposes only. The actual Starting Value for each Underlying
is set forth on page PS-2 above.
|
|
(4)
|
This is the
hypothetical
Threshold Value of
the Least Performing Underlying.
|
|
(5)
|
This is the
hypothetical
Coupon Barrier of
the Least Performing Underlying.
|
|
Contingent Income BUFFERED Auto-Callable Yield Notes
| PS-
9
|
Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Risk Factors
Your investment in the Notes
entails significant risks, many of which differ from those of a conventional debt security. Your decision to purchase the Notes
should be made only after carefully considering the risks of an investment in the Notes, including those discussed below, with
your advisors in light of your particular circumstances. The Notes are not an appropriate investment for you if you are not knowledgeable
about significant elements of the Notes or financial matters in general. You should carefully review the more detailed explanation
of risks relating to the Notes in the “Risk Factors” sections beginning on page PS-5 of the accompanying product supplement,
page S-4 of the accompanying prospectus supplement and page 7 of the accompanying prospectus, each as identified on page PS-25
below.
|
•
|
Your
investment may result in a loss; there is no guaranteed return of principal.
There is no fixed principal repayment amount on
the Notes at maturity. If the Notes are not called and the Ending Value of
any
Underlying is less than its Threshold Value,
you will lose 1% of the principal amount for each 1% that the Ending Value of the Least Performing Underlying is less than its
Threshold Value. In that case, you will lose some or a significant portion of your investment in the Notes.
|
|
•
|
Your
return on the Notes is limited to the return represented by the Contingent Coupon Payments, if any, over the term of the Notes.
Your return on the Notes is limited to the Contingent Coupon Payments paid over the term of the Notes, regardless of the extent
to which the Ending Value of any Underlying exceeds its Starting Value. Similarly, the amount payable at maturity or upon an Automatic
Call will never exceed the sum of the principal amount and the applicable Contingent Coupon Payment, regardless of the extent to
which the Observation Value of any Underlying exceeds its Starting Value. In contrast, a direct investment in the securities included
in one or more of the Underlyings would allow you to receive the benefit of any appreciation in their prices. Thus, any return
on the Notes will not reflect the return you would realize if you actually owned those securities and received the dividends paid
or distributions made on them.
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The
Notes are subject to a potential Automatic Call, which would limit your ability to receive the Contingent Coupon Payments over
the full term of the Notes.
The Notes are subject to a potential Automatic Call. Beginning in July 2020, the Notes will be
automatically called if, on any Observation Date occurring in January, April, July and October of each year (other than the final
Observation Date), the Observation Value of each Underlying is greater than or equal to its Starting Value. If the Notes are automatically
called, you will be entitled to receive the principal amount and the Contingent Coupon Payment with respect to the applicable Observation
Date. In this case, you will lose the opportunity to continue to receive Contingent Coupon Payments after the date of the Automatic
Call. If the Notes are called prior to the maturity date, you may be unable to invest in other securities with a similar level
of risk that could provide a return that is similar to the Notes.
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You
may not receive any Contingent Coupon Payments.
The Notes do not provide for any regular fixed coupon payments. Investors in
the Notes will not necessarily receive any Contingent Coupon Payments on the Notes. If the Observation Value of any Underlying
is less than its Coupon Barrier on an Observation Date, you will not receive the Contingent Coupon Payment applicable to that Observation
Date. If the Observation Value of any Underlying is less than its Coupon Barrier on all the Observation Dates during the term of
the Notes, you will not receive any Contingent Coupon Payment during the term of the Notes, and will not receive a positive return
on the Notes.
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Your return
on the Notes may be less than the yield on a conventional debt security of comparable maturity.
Any return that you receive
on the Notes may be less than the return you would earn if you purchased a conventional debt security with the same maturity date.
As a result, your investment in the Notes may not reflect the full opportunity cost to you when you consider factors, such as inflation,
that affect the time value of money. In addition, if interest rates increase during the term of the Notes, the Contingent Coupon
Payment (if any) may be less than the yield on a conventional debt security of comparable maturity.
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Any
payments on the Notes are subject to the credit risk of BofA Finance and the Guarantor, and actual or perceived changes in BofA
Finance or the Guarantor’s creditworthiness are expected to affect the value of the Notes
. The Notes are our senior unsecured
debt securities. Any payment on the Notes will be fully and unconditionally guaranteed by the Guarantor. The Notes are not guaranteed
by any entity other than the Guarantor. As a result, your receipt of the Early Redemption Amount or the Redemption Amount at maturity,
as applicable, will be dependent upon our ability and the ability of the Guarantor to repay our respective obligations under the
Notes on the Contingent Payment Date or the maturity date as applicable, regardless of the Observation Value or Ending Value of
any Underlying as compared to its Starting Value or Threshold Value.
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We
are a finance subsidiary and, as such, will have limited assets and operations.
We are a finance subsidiary of BAC and will
have no assets, operations or revenues other than those related to the issuance, administration and repayment of our debt securities
that are guaranteed by the Guarantor. As a finance subsidiary, to meet our obligations under the Notes, we are dependent upon payment
or contribution of funds and/or repayment of outstanding loans from the Guarantor and/or its other subsidiaries. Therefore, our
ability to make payments on the Notes may be limited.
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The
public offering price you are paying for the Notes exceeds their initial estimated value.
The initial estimated value of the
Notes that is provided on the cover of this pricing supplement is an estimate only, determined as of the pricing date by reference
to our and our affiliates’ pricing models. These pricing models consider certain assumptions and variables, including our
credit spreads and those of the Guarantor, the Guarantor’s internal funding rate, mid-market terms on hedging transactions,
expectations on interest rates, dividends and volatility, price-sensitivity analysis, and the expected term of the notes. These
pricing models rely in part on certain forecasts about future events, which may
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
prove to be incorrect. If you attempt to
sell the Notes prior to maturity, their market value may be lower than the price you paid for them and lower than their initial
estimated value. This is due to, among other things, changes in the level of the Underlying, the Guarantor’s internal funding
rate, and the inclusion in the public offering price of the underwriting discount and the hedging related charges, all as further
described in "Structuring the Notes" below. These factors, together with various credit, market and economic factors
over the term of the Notes, are expected to reduce the price at which you may be able to sell the Notes in any secondary market
and will affect the value of the Notes in complex and unpredictable ways.
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The initial estimated
value does not represent a minimum or maximum price at which we, BAC, BofAS or any of our other affiliates
would be willing to purchase your notes in any secondary market (if any exists) at any time.
The value of your notes at any
time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Underlyings,
our and BAC’s creditworthiness and changes in market conditions.
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We
cannot assure you that a trading market for your Notes will ever develop or be maintained.
We will not list the Notes on any
securities exchange. We cannot predict how the Notes will trade in any secondary market or whether that market will be liquid or
illiquid.
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The
Contingent Coupon Payment or Redemption Amount, as applicable, will not reflect the values of the Underlyings other than on the
Observation Dates or the Valuation Date, as applicable.
The values of the Underlyings during the term of the Notes other than
on the Observation Dates will not affect payments on the Notes. Notwithstanding the foregoing, investors should generally be aware
of the performance of the Underlyings while holding the Notes. The Calculation Agent will determine whether each Contingent Coupon
Payment is payable and calculate the Contingent Coupon Payment or the Redemption Amount, as applicable, by comparing only the Starting
Value, the Coupon Barrier or the Threshold Value, as applicable, to the Observation Value or the Ending Value for each Underlying.
No other values of the Underlyings will be taken into account. As a result, if the Notes are not automatically called prior to
maturity, you will receive less than the principal amount at maturity even if the value of each Underlying has increased at certain
times during the term of the Notes before the Least Performing Underlying decreases to a value that is less than its Threshold
Value as of the Valuation Date.
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Because
the Notes are linked to the least performing (and not the average performance) of the Underlyings, you may not receive any return
on the Notes and may lose some or all of your principal amount even if the Observation Value of one Underlying is always greater
than or equal to its Coupon Barrier or its Threshold Value, as applicable.
Your Notes are linked to the least performing of
the Underlyings, and a change in the level of one Underlying may not correlate with changes in the level of the other Underlying(s).
The Notes are not linked to a basket composed of the Underlyings, where the depreciation in the level of one Underlying could be
offset to some extent by the appreciation in the level of the other Underlying(s). In the case of the Notes, the individual performance
of each Underlying would not be combined, and the depreciation in the level of one Underlying would not be offset by any appreciation
in the level of the other Underlying(s). Even if the Observation Value of an Underlying is at or above its Coupon Barrier on an
Observation Date, you will not receive the Contingent Coupon Payment with respect to that Observation Date if the Observation Value
of the Least Performing Underlying is below its Coupon Barrier on that day. In addition, even if the Ending Value of an Underlying
is at or above its Threshold Value, you will lose a portion of your principal if the Ending Value of the Least Performing Underlying
is below its Threshold Value.
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All
of the securities held by each Underlying are concentrated in one industry.
The USO’s underlying asset, the USO Benchmark
Oil Futures Contract (the “Underlying Asset”), is a futures contract for crude oil and the SX7E holds securities issued
by companies in the banking industry. Although an investment in the Notes will not give holders any ownership or other direct interests
in the Underlying Asset or securities held by the Underlyings, the return on an investment in the Notes will be subject to certain
risks similar to those associated with direct equity investments in these sectors. Accordingly, by investing in the Notes, you
will not benefit from the diversification which could result from an investment linked to companies that operate in multiple sectors.
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The
performance of the USO may not correlate with the performance of its Underlying Asset, as well as the net asset value per share
of the USO, especially during periods of market volatility
. The investment objective of the USO is for the daily changes in
percentage terms of its net asset value per share to reflect the daily changes in percentage terms of the spot price of light,
sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in price of the Underlying Asset, less the USO's
expenses. The performance of the USO and that of its Underlying Asset generally will vary due to, for example, transaction costs,
management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the USO
may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its Underlying Asset. This
could be due to, for example, differences in trading hours between the USO (or the underlying assets held by the USO) and the Underlying
Asset, or due to other circumstances. This variation in performance is called the “tracking error,” and, at times,
the tracking error may be significant. In addition, because the shares of the USO are traded on a securities exchange and are subject
to market supply and investor demand, the market price of one share of the USO may differ from its net asset value per share; shares
of the USO may trade at, above, or below its net asset value per share. During periods of market volatility, market participants
may be unable to calculate accurately the net asset value per share of the USO and the liquidity of the USO may be adversely affected.
Market volatility may also disrupt the ability of market participants to trade shares of the USO. Further, market volatility may
adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the USO.
As a result, under these circumstances, the market value of shares of the USO may vary substantially from the net asset value per
share of the USO.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
For
the foregoing reasons, the performance of the USO may not match the performance of its Underlying Asset or the net asset value
per share of the USO over the same period. Because of this variance, the return on the Notes to the extent dependent on the performance
of the USO may not be the same as an investment directly in the Underlying Asset or the same as a debt security with a return linked
to the performance of the Underlying Asset.
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The anti-dilution
adjustments will be limited
. The Calculation Agent may adjust the Price Multiplier of the USO and other terms of the Notes
to reflect certain corporate actions by the USO, as described in the section “Description of the Notes—Anti-Dilution
and Discontinuance Adjustments Relating to ETFs” in the accompanying product supplement. The Calculation Agent will not be
required to make an adjustment for every event that may affect the USO and will have broad discretion to determine whether and
to what extent an adjustment is required.
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The Notes are subject
to risks associated with the banking industry.
The component stocks of the SX7E are all issued by companies in the banking
industry. The performance of companies in the banking industry are influenced by many complex and unpredictable factors, including
industry competition, interest rates, geopolitical events, the ability of borrowers to repay loans, government regulation, and
supply and demand for the products and services offered by such companies. Any adverse development in the banking industry may
have a material adverse effect on the components of the SX7E, and as a result, on the value of the Notes. The Notes may be subject
to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory occurrence
affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers.
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The Notes are subject to risks associated
with foreign securities markets.
The SX7E tracks the value of certain foreign equity securities. You should be aware that
investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities markets
comprising the SX7E may have less liquidity and may be more volatile than U.S. or other securities markets and market developments
may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize
these foreign securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in
these markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies
that are subject to the reporting requirements of the U.S. Securities and Exchange Commission, and foreign companies are subject
to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting
companies.
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Prices of securities
in foreign countries are subject to political, economic, financial and social factors that apply in those geographical regions.
These factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a
foreign government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other
laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations
in the rate of exchange between currencies, the possibility of outbreaks of hostility and political instability and the possibility
of natural disaster or adverse public health developments in the region. Moreover, foreign economies may differ favorably or unfavorably
from the U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency.
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The
publisher or investment advisor of an Underlying may adjust that Underlying in a way that affects its values, and the investment
advisor or the publisher has no obligation to consider your interests.
The investment advisor or the publisher of an Underlying
can add, delete, or substitute the components included in that Underlying or make other methodological changes that could change
its value. Any of these actions could adversely affect the value of your Notes.
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Trading and hedging
activities by us, the Guarantor and any of our other affiliates may create conflicts of interest with you and may affect your return
on the Notes and their market value.
We, the Guarantor or one or more of our other affiliates, including BofAS, may buy or
sell the securities held by or included in the Underlyings, or futures or options contracts on the Underlyings or those securities,
or other listed or over-the-counter derivative instruments linked to the Underlyings or those securities. While we, the Guarantor
or one or more of our other affiliates, including BofAS, may from time to time own securities represented by the Underlyings, except
to the extent that BAC’s common stock may be included in the Underlyings, we, the Guarantor and our other affiliates, including
BofAS, do not control any company included in the Underlyings, and have not verified any disclosure made by any other company.
We, the Guarantor or one or more of our other affiliates, including BofAS, may execute such purchases or sales for our own or their
own accounts, for business reasons, or in connection with hedging our obligations under the Notes. These transactions may present
a conflict of interest between your interest in the Notes and the interests we, the Guarantor and our other affiliates, including
BofAS, may have in our or their proprietary accounts, in facilitating transactions, including block trades, for our or their other
customers, and in accounts under our or their management. These transactions may affect the value of the Underlyings in a manner
that could be adverse to your investment in the Notes. On or before the pricing date, any purchases or sales by us, the Guarantor
or our other affiliates, including BofAS or others on its behalf (including for the purpose of hedging anticipated exposures),
may have affected the value of the Underlyings. Consequently, the value of the Underlyings may change subsequent to the pricing
date, adversely affecting the market value of the Notes.
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We, the
Guarantor or one or more of our other affiliates, including BofAS, may have also engaged in hedging activities that could have
affected the value of the Underlyings on the pricing date. In addition, these activities may decrease the market value of your
Notes prior to maturity, and may affect the amounts to be paid on the Notes. We, the Guarantor or one or more of our other affiliates,
including BofAS, may purchase or otherwise acquire a long or short position in the Notes and may hold or resell the Notes. For
example, BofAS may enter into these transactions in connection with any market making activities in which it engages. We cannot
assure you that these activities will not adversely affect the value of the Underlyings, the market value of your Notes prior to
maturity or the amounts payable on the Notes.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
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There
may be potential conflicts of interest involving the Calculation Agent, which is an affiliate of ours.
We have the right to
appoint and remove the Calculation Agent. One of our affiliates will be the Calculation Agent for the Notes and, as such, will
make a variety of determinations relating to the Notes, including the amounts that will be paid on the Notes, including whether
the Notes will be automatically called and the amounts that will be paid on the Notes. Under some circumstances, these duties could
result in a conflict of interest between its status as our affiliate and its responsibilities as Calculation Agent.
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The
U.S. federal income tax consequences of an investment in the Notes are uncertain, and may be adverse to a holder of the Notes.
No statutory, judicial, or administrative authority directly addresses the characterization of the Notes or securities similar
to the Notes for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences
of an investment in the Notes are not certain. Under the terms of the Notes, you will have agreed with us to treat the Notes as
contingent income-bearing single financial contracts, as described below under “U.S. Federal Income Tax Summary—General.”
If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the Notes,
the timing and character of gain or loss with respect to the Notes may differ. No ruling will be requested from the IRS with respect
to the Notes and no assurance can be given that the IRS will agree with the statements made in the section entitled “U.S.
Federal Income Tax Summary.” You are urged to consult with your own tax advisor regarding all aspects of the U.S. federal
income tax consequences of investing in the Notes.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
The Underlyings
All disclosures
contained in this pricing supplement regarding the Underlyings, including, without limitation, their make-up, method of calculation,
and changes in their components, have been derived from publicly available sources. The information reflects the policies of, and
is subject to change by, each of STOXX Limited (“STOXX”), the sponsor of the SX7E, and United States Commodity
Funds, LLC (“USCF”), the advisor to the USO. We refer to STOXX as the “Underlying Sponsor” and SSGA
as the “Investment Advisor.” Each of the Underlying Sponsor and the Investment Advisor, which license the copyright
and all other rights to the Underlyings, have no obligation to continue to publish, and may discontinue publication of, the Underlyings.
The consequences of any Underlying Sponsor discontinuing publication of the SX7E are discussed in “Description
of the Notes-Discontinuance of an Index” in the accompanying product supplement. The consequences of the Investment
Advisor discontinuing publication of the USO are discussed in “Description of the Notes-Anti-Dilution and Discontinuance
Adjustments Relating to ETFs— Discontinuance of an ETF” in the accompanying product supplement. None of us, the Guarantor,
the Calculation Agent, or BofAS accepts any responsibility for the calculation, maintenance or publication of any Underlyings or
any successor index. None of us, the Guarantor, BofAS or any of our other affiliates makes any representation to you as to the
future performance of the Underlyings. You should make your own investigation into the Underlyings.
The EURO STOXX
®
Banks Index
The SX7E is
calculated in euros and is reported by Bloomberg under the ticker symbol “SX7E.
The SX7E was
created by STOXX Limited, a wholly owned subsidiary of Deutsche Börse AG. Publication of the SX7E began on June 15, 1998,
based on an initial value of 100 at December 31, 1991. The SX7E is disseminated on the STOXX Limited website: http://www.stoxx.com,
which sets forth, among other things, the country and industrial sector weightings of the securities included in the SX7E. Information
contained in the STOXX Limited website is not incorporated by reference in, and should not be considered a part of, this pricing
supplement.
Index Composition and Maintenance
The SX7E is
one of 19 EURO STOXX® Supersector indices that compose the STOXX® Europe 600 Index (the “STOXX Europe 600 Index”).
The STOXX Europe 600 Index contains the 600 largest European stocks by free float market capitalization. Each of the 19 EURO STOXX® Supersector
indices contain the companies within the Eurozone subset of the STOXX Europe 600 Index that fall within the relevant supersector,
determined by reference to the Industry Classification Benchmark (“ICB”), an international system for categorizing
companies that is maintained by FTSE International Limited. The SX7E includes companies in the banks supersector, which tracks
companies providing a broad range of financial services, including retail banking, loans and money transmissions. SX7E currently
includes 30 stocks of banks market sector leaders mainly from the ten largest Eurozone countries: Austria, Belgium, France, Germany,
Greece, Ireland, Italy, the Netherlands, Portugal and Spain.
The composition
of each of the EURO STOXX® Supersector indices is reviewed quarterly, based on the closing stock data on the last trading day
of the month following the implementation of the last quarterly index review. The component stocks are announced on the fourth
Tuesday of the month immediately prior to the review implementation month. Changes to the component stocks are implemented on the
third Friday in each of March, June, September and December and are effective the following trading day.
The SX7E is
also reviewed on an ongoing basis, and any changes affecting the STOXX Europe 600 Index are also applied to the relevant EURO STOXX® Supersector
index. Corporate actions (including initial public offerings, mergers and takeovers, spin-offs, delistings and bankruptcy) that
affect the STOXX Europe 600 Index composition are immediately reviewed. Any changes are announced, implemented and effective in
line with the type of corporate action and the magnitude of the effect.
The free float
factors and weighting cap factors for each component stock used to calculate the EURO STOXX® Supersector indices, as described
below, are reviewed, calculated and implemented on a quarterly basis and are fixed until the next quarterly review. All components
of the SX7E are subject to a 30.00% cap for the largest company and a 15.00% cap for the second-largest company.
Index Calculation
The SX7E is calculated with the “Laspeyres
formula,” which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula
for calculating the SX7E value can be expressed as follows:
SX7E =
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Free float market capitalization of the SX7E
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Divisor
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The “free float market capitalization
of the Index” is equal to the sum of the product of the price, the number of shares, the free float factor and the weighting
cap factor for each component stock as of the time the SX7E is being calculated.
The SX7E is also subject to a divisor,
which is adjusted to maintain the continuity of the index values across changes due to corporate actions, such as the deletion
and addition of stocks, the substitution of stocks, stock dividends, and stock splits.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Neither we nor
any of our affiliates, including BofAS, accepts any responsibility for the calculation, maintenance, or publication of, or for
any error, omission, or disruption in, the SX7E or any successor to the SX7E. STOXX does not guarantee the accuracy or the completeness
of the SX7E or any data included in the SX7E. STOXX assumes no liability for any errors, omissions, or disruption in the calculation
and dissemination of the SX7E. STOXX disclaims all responsibility for any errors or omissions in the calculation and dissemination
of the SX7E or the manner in which the SX7E is applied in determining the amount payable on the notes at maturity.
Historical
Performance of the SX7E
The
following graph shows the daily historical performance of the SX7E in the period from January 1, 2008 through the pricing date.
We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. The horizontal orange line in the graph represents its Coupon Barrier of 57.46, which is 65% of its
Starting Value of 88.40. The horizontal grey line in the graph represents its Threshold Value of 70.72, which is 80% of its Starting
Value.
This historical
data on the SX7E is not necessarily indicative of the future performance of the SX7E or what the value of the Notes may be. Any
historical upward or downward trend in the level of the SX7E during any period set forth above is not an indication that the level
of the SX7E is more or less likely to increase or decrease at any time over the term of the Notes.
Before investing
in the Notes, you should consult publicly available sources for the levels of the SX7E.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
License
Agreement
One of our affiliates has entered
into a non-exclusive license agreement with STOXX providing for the license to it and certain of its affiliated companies, including
us, of the right to use indices owned and published by STOXX (including the SX7E) in connection with certain securities, including
the notes.
The license agreement requires
that the following language be stated in this pricing supplement:
“STOXX Limited, Deutsche
Börse Group and their licensors, research partners or data providers have no relationship to us other than the licensing of
the SX7E and the related trademarks for use in connection with the notes.
STOXX, Deutsche Börse
Group and their licensors, research partners or data providers do
not
:
·
sponsor, endorse, sell or promote the notes.
·
recommend that any person invest in the notes
or any other securities.
·
have any responsibility or liability for or make
any decisions about the timing, amount or pricing of the notes.
·
have any responsibility or liability for the administration,
management or marketing of the notes.
·
consider the needs of the notes or the owners
of the notes in determining, composing or calculating the SX7E or have any obligation to do so.
STOXX, Deutsche Börse
Group and their licensors, research partners or data providers give no warranty, and exclude any liability (whether in negligence
or otherwise), in connection with the notes or their performance.
STOXX does not assume any contractual
relationship with the purchasers of the notes or any other third parties.
Specifically,
·
STOXX, Deutsche Börse Group and their licensors,
research partners or data providers do not give any warranty, express or implied, and exclude any liability about:
·
The results to be obtained by the notes, the owner
of the notes or any other person in connection with the use of the SX7E and the data included in the SX7E;
·
The accuracy, timeliness, and completeness of
the SX7E and its data;
·
The merchantability and the fitness for a particular
purpose or use of the SX7E and its data;
·
The performance of the notes generally.
·
STOXX, Deutsche Börse Group and their licensors,
research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the
SX7E or its data;
·
Under no circumstances will STOXX, Deutsche Börse
Group or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits
or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions
in the SX7E or its data or generally in relation to the notes, even in circumstances where STOXX, Deutsche Börse Group or
their licensors, research partners or data providers are aware that such loss or damage may occur.
The licensing agreement discussed
above is solely for our benefit and that of STOXX, and not for the benefit of the owners of the notes or any other third parties.”
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Contingent Income BUFFERED Auto-Callable Yield Notes
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
The United States Oil Fund, LP
The USO
is an investment portfolio managed and controlled by USCF. USCF is a single member limited liability company formed in Delaware
on May 10, 2005, that is registered as a commodity pool operator with the Commodity Futures Trading Commission and is a member
of the National Futures Association. The General Partner is the investment advisor to the USO.
Information
provided to or filed with the SEC by the USO pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934 can
be located by reference to SEC file numbers 333-209362 and 001-32834, respectively, through the SEC’s website at http://www.sec.gov.
The USO is not a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940,
as amended, and is not subject to regulation thereunder. For additional information regarding the USO and USCF, please see the
United States Oil Fund, LP’s prospectus. In addition, information about the USO may be obtained from other sources including,
but not limited to, press releases, newspaper articles and other publicly disseminated documents, and we have not participated
in the preparation of, or verified, such publicly available information.
The investment
objective of the USO is for the daily changes in percentage terms of its shares’ net asset value to reflect the daily changes
in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the
price of the futures contract for light, sweet crude oil traded on the New York Mercantile Exchange (the “Benchmark Oil Futures
Contract”) that is the near month contract to expire, except when the near month contract is within two weeks of expiration,
in which case it will be measured by the futures contract that is the next month contract to expire, less the USO’s expenses.
The USO invests in futures contracts for light, sweet crude oil, other types of crude oil, diesel-heating oil, gasoline, natural
gas, and other petroleum-based fuels that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. or other U.S. and foreign
exchanges (collectively, “Oil Futures Contracts”) and other oil-related investments such as cash-settled options on
Oil Futures Contracts, forward contracts for oil, cleared swap contracts and over-the-counter transactions that are based on the
price of oil, other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing (collectively, “Other
Oil-Related Investments”). The USO seeks to achieve its investment objective by investing in a combination of Oil Futures
Contracts and Other Oil-Related Investments such that daily changes in its per unit net asset value, measured in percentage terms,
will closely track the daily changes in the price of the Benchmark Oil Futures Contract, also measured in percentage terms.
The United
States Oil Fund, LP trades on the NYSE Arca under the ticker symbol “USO.”
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Historical Performance of
the USO
The
following graph shows the daily historical performance of the USO in the period from January 1, 2008 through the pricing date.
We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. The horizontal orange line in the graph represents its Coupon Barrier of $7.59 (rounded to two decimal
places), which is 65% of its Starting Value of $11.67. The horizontal grey line in the graph represents its Threshold Value of
$9.34 (rounded to two decimal places), which is 80% of its Starting Value.
This historical
data on the USO is not necessarily indicative of the future performance of the USO or what the value of the Notes may be. Any historical
upward or downward trend in the level of the USO during any period set forth above is not an indication that the level of the USO
is more or less likely to increase or decrease at any time over the term of the Notes.
Before investing
in the Notes, you should consult publicly available sources for the prices and trading pattern of the USO.
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Supplement to the Plan of Distribution; Role
of BofAS and Conflicts of Interest
BofAS, a broker-dealer
affiliate of ours, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will participate
as selling agent in the distribution of the Notes. Accordingly, the offering of the Notes will conform to the requirements of FINRA
Rule 5121. BofAS may not make sales in this offering to any of its discretionary accounts without the prior written approval of
the account holder.
We will deliver
the Notes against payment therefor in New York, New York on a date that is greater than two business days following the pricing
date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle
in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
the Notes more than two business days prior to the original issue date will be required to specify alternative settlement arrangements
to prevent a failed settlement.
Under our
distribution agreement with BofAS, BofAS will purchase the Notes from us as principal at the public offering price indicated on
the cover of this pricing supplement, less the indicated underwriting discount. BofAS will sell the Notes to other broker-dealers
that will participate in the offering and that are not affiliated with us, at an agreed discount to the principal amount. Each
of those broker-dealers may sell the Notes to one or more additional broker-dealers. BofAS has informed us that these discounts
may vary from dealer to dealer and that not all dealers will purchase or repurchase the Notes at the same discount. Certain dealers
who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees
or commissions. The public offering price for investors purchasing the notes in these fee-based advisory accounts may be as low
as $957.50 per note
BofAS and
any of our other broker-dealer affiliates, may use this pricing supplement, and the accompanying product supplement, prospectus
supplement and prospectus for offers and sales in secondary market transactions and market-making transactions in the Notes. However,
they are not obligated to engage in such secondary market transactions and/or market-making transactions. The selling agent may
act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market conditions
at the time of the sale.
At BofAS’
discretion, for a short, undetermined initial period after the issuance of the Notes, BofAS may offer to buy the Notes in the secondary
market at a price that may exceed the initial estimated value of the Notes. Any price offered by BofAS for the Notes will be based
on then-prevailing market conditions and other considerations, including the performance of the Underlyings and the remaining term
of the Notes. However, none of us, the Guarantor, BofAS or any of our other affiliates is obligated to purchase your Notes at any
price or at any time, and we cannot assure you that any party will purchase your Notes at a price that equals or exceeds the initial
estimated value of the Notes.
Any price
that BofAS may pay to repurchase the Notes will depend upon then prevailing market conditions, the creditworthiness of us and the
Guarantor, and transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of
the Notes.
No Prospectus
(as defined in Directive 2003/71/EC, as amended (the “Prospectus Directive”)) will be prepared in connection with these
Notes. Accordingly, these Notes may not be offered to the public in any member state of the European Economic Area (the “EEA”),
and any purchaser of these Notes who subsequently sells any of these Notes in any EEA member state must do so only in accordance
with the requirements of the Prospectus Directive, as implemented in that member state.
The Notes
are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available
to, any retail investor in the EEA. For these purposes, the expression “offer" includes the communication in any form
and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, and a “retail investor” means a person who is one (or more) of: (a) a retail
client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (b) a customer,
within the meaning of Insurance Distribution Directive 2016/97/EU, as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Directive.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”),
for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared, and therefore,
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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Structuring the Notes
The
Notes are our debt securities, the return on which is linked to the performance of the Underlyings. The related guarantee is BAC’s
obligation. As is the case for all of our and BAC’s respective debt securities, including our market-linked notes, the economic
terms of the Notes reflect our and BAC’s actual or perceived creditworthiness at the time of pricing. In addition, because
market-linked notes result in increased operational, funding and liability management costs to us and BAC, BAC typically borrows
the funds under these types of notes at a rate, which we refer to in this pricing supplement as BAC’s internal funding rate,
that is more favorable to BAC than the rate that it might pay for a conventional fixed or floating rate debt security. This generally
relatively lower internal funding rate, which is reflected in the economic terms of the Notes, along with the fees and charges
associated with market-linked notes, resulted in the initial estimated value of the Notes on the pricing date being less than their
public offering price.
In order
to meet our payment obligations on the Notes, at the time we issue the Notes, we may choose to enter into certain hedging arrangements
(which may include call options, put options or other derivatives) with BofAS or one of our other affiliates. The terms of these
hedging arrangements are determined based upon terms provided by BofAS and its affiliates, and take into account a number of factors,
including our and BAC’s creditworthiness, interest rate movements, the volatility of the Underlyings, the tenor of the Notes
and the hedging arrangements. The economic terms of the Notes and their initial estimated value depend in part on the terms of
these hedging arrangements.
BofAS
has advised us that the hedging arrangements will include hedging related charges, reflecting the costs associated with, and our
affiliates’ profit earned from, these hedging arrangements. Since hedging entails risk and may be influenced by unpredictable
market forces, actual profits or losses from these hedging transactions may be more or less than any expected amounts.
For
further information, see “Risk Factors” beginning on page PS-10 above and “Supplemental Use of Proceeds”
on page PS-16 of the accompanying product supplement.
Validity of the Notes
In the opinion
of McGuireWoods LLP, as counsel to BofA Finance and BAC, when the trustee has made an appropriate entry on Schedule 1 to the Master
Registered Global Note dated November 4, 2016 that represents the notes (the “Master Note”) identifying the Notes offered
hereby as supplemental obligations thereunder in accordance with the instructions of BofA Finance, and the Notes have been delivered
against payment therefor as contemplated in this pricing supplement and the related prospectus, prospectus supplement and product
supplement, all in accordance with the provisions of the indenture governing the Notes and the related guarantee, such Notes will
be legal, valid and binding obligations of BofA Finance, and the related guarantee will be the legal, valid and binding obligations
of BAC, subject, in each case, to the effects of applicable bankruptcy, insolvency (including laws relating to preferences, fraudulent
transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors’ rights generally,
and to general principles of equity. This opinion is given as of the date of this pricing supplement and is limited to the laws
of the State of New York and the Delaware Limited Liability Company Act and the Delaware General Corporation Law (including the
statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing)
as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization,
execution and delivery of the indenture governing the Notes and due authentication of the Master Note, the validity, binding nature
and enforceability of the indenture governing the Notes and the related guarantee with respect to the trustee, the legal capacity
of individuals, the genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the
conformity to original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity of the originals
of such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated August 23, 2016, which has been
filed as an exhibit to the Registration Statement of BofA Finance and BAC relating to the Notes and the related guarantees initially
filed with the Securities and Exchange Commission on August 23, 2016.
Sidley Austin LLP,
New York, New York, is acting as counsel to BofAS and as special tax counsel to BofA Finance and BAC.
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U.S. Federal Income Tax Summary
The following summary
of the material U.S. federal income tax considerations of the acquisition, ownership, and disposition of the Notes supplements,
and to the extent inconsistent supersedes, the discussions under “U.S. Federal Income Tax Considerations” in the accompanying
prospectus and under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and is not
exhaustive of all possible tax considerations. In addition, any reference to “Morrison & Foerster LLP” in the aforementioned
tax discussions in the accompanying prospectus and prospectus supplement should be read as a reference to “Sidley Austin
LLP.” This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated
under the Code by the U.S. Treasury Department (“Treasury”) (including proposed and temporary regulations), rulings,
current administrative interpretations and official pronouncements of the IRS, and judicial decisions, all as currently in effect
and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given
that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described
below. This summary does not include any description of the tax laws of any state or local governments, or of any foreign government,
that may be applicable to a particular holder.
Although the Notes
are issued by us, they will be treated as if they were issued by Bank of America Corporation for U.S. federal income tax purposes.
Accordingly throughout this tax discussion, references to “we,” “our” or “us” are generally
to Bank of America Corporation unless the context requires otherwise.
This summary is
directed solely to U.S. Holders and Non-U.S. Holders that, except as otherwise specifically noted, will purchase the Notes upon
original issuance and will hold the Notes as capital assets within the meaning of Section 1221 of the Code, which generally means
property held for investment, and that are not excluded from the discussion under “U.S. Federal Income Tax Considerations”
in the accompanying prospectus.
You should consult
your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the Notes,
as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible
effects of changes in U.S. federal or other tax laws.
General
Although there is
no statutory, judicial, or administrative authority directly addressing the characterization of the Notes, we intend to treat the
Notes for all tax purposes as contingent income-bearing single financial contracts with respect to the Underlyings and under the
terms of the Notes, we and every investor in the Notes agree, in the absence of an administrative determination or judicial ruling
to the contrary, to treat the Notes in accordance with such characterization. In the opinion of our counsel, Sidley Austin LLP,
it is reasonable to treat the Notes as contingent income-bearing single financial contracts with respect to the Underlyings. However,
Sidley Austin LLP has advised us that it is unable to conclude that it is more likely than not that this treatment will be upheld.
This discussion assumes that the Notes constitute contingent income-bearing single financial contracts with respect to the Underlyings
for U.S. federal income tax purposes. If the Notes did not constitute contingent income-bearing single financial contracts, the
tax consequences described below would be materially different.
This characterization
of the Notes is not binding on the IRS or the courts. No statutory, judicial, or administrative authority directly addresses the
characterization of the Notes or any similar instruments for U.S. federal income tax purposes, and no ruling is being requested
from the IRS with respect to their proper characterization and treatment. Due to the absence of authorities on point, significant
aspects of the U.S. federal income tax consequences of an investment in the Notes are not certain, and no assurance can be given
that the IRS or any court will agree with the characterization and tax treatment described in this pricing supplement. Accordingly,
you are urged to consult your tax advisor regarding all aspects of the U.S. federal income tax consequences of an investment in
the Notes, including possible alternative characterizations.
Unless otherwise
stated, the following discussion is based on the characterization described above. The discussion in this section assumes that
there is a significant possibility of a significant loss of principal on an investment in the Notes.
We will not attempt
to ascertain whether the issuer of any Underlying or component stocks included in an Underlying that is an index would be treated
as a “passive foreign investment company” (“PFIC”), within the meaning of Section 1297 of the Code, or
a United States real property holding corporation, within the meaning of Section 897(c) of the Code. If the issuer of an Underlying
or one or more stocks included in an Underlying that is an index were so treated, certain adverse U.S. federal income tax consequences
could possibly apply to a holder of the Notes. You should refer to information filed with the SEC by the issuer of an Underlying
or the issuers of the component stocks included in an Underlying that is an index and consult your tax advisor regarding the possible
consequences to you, if any, if any issuer of an Underlying or a component stock included in an Underlying that is an index is
or becomes a PFIC or is or becomes a United States real property holding corporation.
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U.S. Holders
Although the U.S.
federal income tax treatment of any Contingent Coupon Payment on the Notes is uncertain, we intend to take the position, and the
following discussion assumes, that any Contingent Coupon Payment constitutes taxable ordinary income to a U.S. Holder at the time
received or accrued in accordance with the U.S. Holder’s regular method of accounting. By purchasing the Notes you agree,
in the absence of an administrative determination or judicial ruling to the contrary, to treat any Contingent Coupon Payment as
described in the preceding sentence.
Upon receipt of
a cash payment at maturity or upon a sale, exchange, or redemption of the Notes prior to maturity, a U.S. Holder generally will
recognize capital gain or loss equal to the difference between the amount realized (other than amounts representing any Contingent
Coupon Payment, which would be taxed as described above) and the U.S. Holder’s tax basis in the Notes. A U.S. Holder’s
tax basis in the Notes will equal the amount paid by that holder to acquire them. Subject to the discussion below concerning the
possible application of the “constructive ownership” rules of Section 1260 of the Code, this capital gain or loss generally
will be long-term capital gain or loss if the U.S. Holder held the Notes for more than one year. The deductibility of capital losses
is subject to limitations.
Possible Application
of Section 1260 of the Code.
Since one Underlying is the type of financial asset described under Section 1260 of the Code (including,
among others, any equity interest in pass-through entities such as exchange traded funds, regulated investment companies, real
estate investment trusts, partnerships, and passive foreign investment companies, each a “Section 1260 Financial Asset”),
while the matter is not entirely clear, there may exist a risk that an investment in the Notes will be treated, in whole or in
part, as a “constructive ownership transaction” to which Section 1260 of the Code applies. If Section 1260 of the Code
applies, all or a portion of any long-term capital gain recognized by a U.S. Holder in respect of the Notes will be recharacterized
as ordinary income (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment
of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. Holder
in taxable years prior to the taxable year of the sale, exchange, redemption, or settlement (assuming such income accrued at a
constant rate equal to the applicable federal rate as of the date of sale, exchange, redemption, or settlement).
If an investment
in the Notes is treated as a constructive ownership transaction, it is not clear to what extent any long-term capital gain of a
U.S. Holder in respect of the Notes will be recharacterized as ordinary income. It is possible, for example, that the amount of
the Excess Gain (if any) that would be recharacterized as ordinary income in respect of the Notes will equal the excess of (i)
any long-term capital gain recognized by the U.S. Holder in respect of the Notes and attributable to Section 1260 Financial Assets,
over (ii) the “net underlying long-term capital gain” (as defined in Section 1260 of the Code) such U.S. Holder would
have had if such U.S. Holder had acquired an amount of the corresponding Section 1260 Financial Assets at fair market value on
the original issue date for an amount equal to the portion of the issue price of the Notes attributable to the corresponding Section
1260 Financial Assets and sold such amount of Section 1260 Financial Assets at maturity or upon sale, exchange, or redemption of
the Notes at fair market value. Unless otherwise established by clear and convincing evidence, the net underlying long-term capital
gain is treated as zero and therefore it is possible that all long-term capital gain recognized by a U.S. Holder in respect of
the Notes will be recharacterized as ordinary income if Section 1260 of the Code applies to an investment in the Notes. U.S. Holders
should consult their tax advisors regarding the potential application of Section 1260 of the Code to an investment in the Notes.
As described below,
the IRS, as indicated in Notice 2008-2 (the “Notice”), is considering whether Section 1260 of the Code generally applies
or should apply to the Notes, including in situations where an Underlying is not the type of financial asset described under Section
1260 of the Code.
Alternative Tax
Treatments
. Due to the absence of authorities that directly address the proper tax treatment of the Notes, prospective investors
are urged to consult their tax advisors regarding all possible alternative tax treatments of an investment in the Notes. In particular,
the IRS could seek to subject the Notes to the Treasury regulations governing contingent payment debt instruments. If the IRS were
successful in that regard, the timing and character of income on the Notes would be affected significantly. Among other things,
a U.S. Holder would be required to accrue original issue discount every year at a “comparable yield” determined at
the time of issuance. In addition, any gain realized by a U.S. Holder at maturity or upon a sale, exchange, or redemption of the
Notes generally would be treated as ordinary income, and any loss realized at maturity or upon a sale, exchange, or redemption
of the Notes generally would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue
discount, and as capital loss thereafter.
In addition, it
is possible that the Notes could be treated as a unit consisting of a deposit and a put option written by the note holder, in which
case the timing and character of income on the Notes would be affected significantly.
The Notice sought
comments from the public on the taxation of financial instruments currently taxed as “prepaid forward contracts.” This
Notice addresses instruments such as the Notes. According to the Notice, the IRS and Treasury are considering whether a holder
of an instrument such as the Notes should be required to accrue ordinary income on a current basis, regardless of whether any payments
are made prior to maturity. It is not possible to determine what guidance the IRS and Treasury will ultimately issue, if any. Any
such future guidance may affect the amount, timing and character of income, gain, or loss in respect of the Notes, possibly with
retroactive effect.
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The IRS and Treasury
are also considering additional issues, including whether additional gain or loss from such instruments should be treated as ordinary
or capital, whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, whether
Section 1260 of the Code, concerning certain “constructive ownership transactions,” generally applies or should generally
apply to such instruments, and whether any of these determinations depend on the nature of the underlying asset.
In addition, proposed
Treasury regulations require the accrual of income on a current basis for contingent payments made under certain notional principal
contracts. The preamble to the regulations states that the “wait and see” method of accounting does not properly reflect
the economic accrual of income on those contracts, and requires current accrual of income for some contracts already in existence.
While the proposed regulations do not apply to prepaid forward contracts, the preamble to the proposed regulations expresses the
view that similar timing issues exist in the case of prepaid forward contracts. If the IRS or Treasury publishes future guidance
requiring current economic accrual for contingent payments on prepaid forward contracts, it is possible that you could be required
to accrue income over the term of the Notes.
Because of the absence
of authority regarding the appropriate tax characterization of the Notes, it is also possible that the IRS could seek to characterize
the Notes in a manner that results in tax consequences that are different from those described above. For example, the IRS could
possibly assert that any gain or loss that a holder may recognize at maturity or upon the sale, exchange, or redemption of the
Notes should be treated as ordinary gain or loss.
Because one Underlying
is an index that periodically rebalances, it is possible that the Notes could be treated as a series of contingent income-bearing
single financial contracts, each of which matures on the next rebalancing date. If the Notes were properly characterized in such
a manner, a U.S. Holder would be treated as disposing of the Notes on each rebalancing date in return for new Notes that mature
on the next rebalancing date, and a U.S. Holder would accordingly likely recognize capital gain or loss on each rebalancing date
equal to the difference between the holder’s tax basis in the Notes (which would be adjusted to take into account any prior
recognition of gain or loss) and the fair market value of the Notes on such date.
Non-U.S. Holders
Because the U.S.
federal income tax treatment of the Notes (including any Contingent Coupon Payment) is uncertain, we will withhold U.S. federal
income tax at a 30% rate (or at a lower rate under an applicable income tax treaty) on the entire amount of any Contingent Coupon
Payment made unless such payments are effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the
U.S. (in which case, to avoid withholding, the Non-U.S. Holder will be required to provide a Form W-8ECI). We will not pay any
additional amounts in respect of such withholding. To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain
a taxpayer identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits
article, if applicable. In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders that are entities
rather than individuals. The availability of a lower rate of withholding under an applicable income tax treaty will depend on whether
such rate applies to the characterization of the payments under U.S. federal income tax laws. A Non-U.S. Holder that is eligible
for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld
by filing an appropriate claim for refund with the IRS.
Except as discussed
below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax for amounts paid in respect of
the Notes (not including, for the avoidance of doubt, amounts representing any Contingent Coupon Payments which would be subject
to the rules discussed in the previous paragraph) upon the sale, exchange, or redemption of the Notes or their settlement at maturity,
provided that the Non-U.S. Holder complies with applicable certification requirements and that the payment is not effectively connected
with the conduct by the Non-U.S. Holder of a U.S. trade or business. Notwithstanding the foregoing, gain from the sale, exchange,
or redemption of the Notes or their settlement at maturity may be subject to U.S. federal income tax if that Non-U.S. Holder is
a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of the sale, exchange,
redemption, or settlement and certain other conditions are satisfied.
If a Non-U.S. Holder
of the Notes is engaged in the conduct of a trade or business within the U.S. and if any Contingent Coupon Payment and gain realized
on the settlement at maturity, or upon sale, exchange, or redemption of the Notes, is effectively connected with the conduct of
such trade or business (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S.
Holder in the U.S.), the Non-U.S. Holder, although exempt from U.S. federal withholding tax, generally will be subject to U.S.
federal income tax on such Contingent Coupon Payment and gain on a net income basis in the same manner as if it were a U.S. Holder.
Such Non-U.S. Holders should read the material under the heading “—U.S. Holders,” for a description of the U.S.
federal income tax consequences of acquiring, owning, and disposing of the Notes. In addition, if such Non-U.S. Holder is a foreign
corporation, it may also be subject to a branch profits tax equal to 30% (or such lower rate provided by any applicable tax treaty)
of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business
in the U.S., subject to certain adjustments.
A “dividend
equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject
to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under Treasury regulations, payments (including deemed payments) with
respect to equity-
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linked instruments (“ELIs”) that are
“specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying
security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if
a payment with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding
on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before
January 1, 2021. Based on our determination that the Notes are not delta-one instruments, Non-U.S. Holders should not be subject
to withholding on dividend equivalent payments, if any, under the Notes. However, it is possible that the Notes could be treated
as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the Underlyings or the
Notes, and following such occurrence the Notes could be treated as subject to withholding on dividend equivalent payments. Non-U.S.
Holders that enter, or have entered, into other transactions in respect of the Underlyings or the Notes should consult their tax
advisors as to the application of the dividend equivalent withholding tax in the context of the Notes and their other transactions.
If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled
to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.
As discussed above,
alternative characterizations of the Notes for U.S. federal income tax purposes are possible. Should an alternative characterization,
by reason of change or clarification of the law, by regulation or otherwise, cause payments as to the Notes to become subject to
withholding tax in addition to the withholding tax described above, tax will be withheld at the applicable statutory rate. Prospective
Non-U.S. Holders should consult their own tax advisors regarding the tax consequences of such alternative characterizations.
U.S. Federal
Estate Tax.
Under current law, while the matter is not entirely clear, individual Non-U.S. Holders, and entities whose property
is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust
funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that,
absent an applicable treaty benefit, a note is likely to be treated as U.S. situs property, subject to U.S. federal estate tax.
These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing
in a note.
Backup Withholding
and Information Reporting
Please see the discussion
under “U.S. Federal Income Tax Considerations — Taxation of Debt Securities — Backup Withholding and Information
Reporting” in the accompanying prospectus for a description of the applicability of the backup withholding and information
reporting rules to payments made on the Notes.
Foreign Account
Tax Compliance Act (“FATCA”)
The discussion in
the accompanying prospectus under “U.S. Federal Income Tax Considerations – Foreign Account Tax Compliance Act”
is hereby modified to reflect regulations proposed by Treasury indicating its intent to eliminate the requirements under FATCA
of withholding on gross proceeds from the sale, exchange, settlement at maturity, or other disposition of relevant financial instruments.
Treasury has indicated that taxpayers may rely on these proposed regulations pending their finalization.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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24
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Contingent Income Buffered Auto-Callable Yield Notes Linked to the Least Performing of the EURO STOXX Banks Price Index and the United States Oil Fund, LP
Where You Can Find More Information
The terms and risks of the Notes are
contained in this pricing supplement and in the following related product supplement, prospectus supplement and prospectus, which
can be accessed at the following links:
|
•
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Product
Supplement EQUITY-1 dated January 24, 2017:
|
https://www.sec.gov/Archives/edgar/data/70858/000119312517016445/d331325d424b5.htm
|
•
|
Series
A MTN prospectus supplement dated November 4, 2016 and prospectus dated November 4, 2016:
|
http
s://w
ww
.sec.
go
v/Archives/edgar/data/70858/000119312516760144/d266649d424b3.htm
These documents
(together, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without
cost, be accessed on the SEC website at www.sec.gov or obtained from BofAS by calling toll-free 1-800-294-1322. Before you invest,
you should read the Note Prospectus, including this pricing supplement, for information about us, BAC and this offering. Any prior
or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus.
Capitalized terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement
or prospectus supplement. Unless otherwise indicated or unless the context requires otherwise, all references in this document
to “we,” “us,” “our,” or similar references are to BofA Finance, and not to BAC.
As a result of the completion of the
reorganization of Bank of America’s U.S. broker-dealer business, references to Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“MLPF&S”) in the accompanying product supplement EQUITY-1, prospectus supplement and prospectus,
as such references relate to MLPF&S’s institutional services, should now be read as references to BofAS.
The Notes are our senior debt securities.
Any payments on the Notes are fully and unconditionally guaranteed by BAC. The Notes and the related guarantee are not insured
by the Federal Deposit Insurance Corporation or secured by collateral. The Notes will rank equally with all of our other senior
unsecured debt, and the related guarantee will rank equally with all of BAC’s other senior unsecured debt. Any payments due
on the Notes, including any repayment of the principal amount, will be subject to the credit risk of BofA Finance, as issuer, and
BAC, as guarantor.
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Contingent Income BUFFERED Auto-Callable Yield Notes
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