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BANK OF AMERICA

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Bank of America : Form of prospectus filed in connection with primary offering of securities on a delayed basis

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05/20/2019 | 03:28pm EDT

Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

Approximate 5 year term if not called prior to maturity.

Payments on the Notes will depend on the individual performance of the S&P 500® Index (the "SPX") and the Russell 2000® Index (the "RTY") (each an "Underlying").

Con ngent coupon rate of 5.85% per annum (1.4625% per quarter) payable quarterly if the closing level of each Underlying on the applicable Observation Date is greater than or equal to 60% of its Starting Value. The Starting Value with respect to each Underlying was determined on May 15, 2019 (the "strike date").

Callable quarterly at our option for an amount equal to the principal amount plus the relevant contingent coupon, if payable, on or after May 21, 2020.

Assuming the Notes are not called prior to maturity, if either Underlying declines by more than 40% from its Star ng Value, at maturity the investor will receive a 1:1 downside, with up to 100% of the principal at risk; otherwise, investors will receive the principal amount and the applicable con ngent coupon.

The Star ng Value of the SPX is 2,850.96, which was the closing level of the SPX on the strike date. The Star ng Value of the RTY is 1,548.271, which was the closing level of the RTY on the strike date

All payments on the Notes are subject to the credit risk of BofA Finance LLC ("BofA Finance") and Bank of America Corpora on ("BAC" or the "Guarantor").

The Notes priced on May 16, 2019, will be issued on May 21, 2019 and will mature on May 21, 2024. The Notes will not be listed on any securi es exchange.

CUSIP No. 09709TRB9

The initial estimated value of the Notes as of the pricing date is $965.20 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. Potential purchasers of the Notes should consider the information in "Risk Factors" beginning on page PS-8of this pricing supplement, page PS-5of the accompanying product supplement, page S-4of the accompanying prospectus supplement, and page 7 of the accompanying prospectus. See "Risk Factors" beginning on page PS-8of this pricing supplement and "Structuring the Notes" on page PS-20of this pricing supplement for additional information. You may lose some or all of your principal amount in the Notes.

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 below) 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

$23.50

$976.50

Total

$750,000

$17,625.00

$732,375.00

(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 will be as low as $976.50 per note.

The Notes and the related guarantee:

Are Not FDIC Insured

Are Not Bank Guaranteed

May Lose Value

Selling Agent

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

Terms of the Notes

The Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index (the "Notes") provide a quarterly Contingent Coupon Payment of $14.625 on the applicable Contingent Payment Date if, on any quarterly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier. Prior to the maturity date, on each Call Date, we have the right to redeem all, but not less than all, of the Notes at 100% of the principal amount, together with the relevant Contingent Coupon Payment, if payable. No further amounts will be payable following an Optional Early Redemption. If the Notes are not called and the Least Performing Underlying declines by more than 40.00% from its Starting Value, there is full exposure to declines in the Least Performing Underlying, and you will lose a significant portion or all of your investment in the Notes. Otherwise, at maturity you will receive the principal amount and, if payable, the final Contingent Coupon Payment. 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 all 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 five years, if not previously called.

Underlyings:

The S&P 500® Index (the "SPX") (Bloomberg symbol: "SPX") and the Russell 2000® Index (the "RTY") (Bloomberg symbol: "RTY"), each a

price return index.

Strike Date:

May 15, 2019

Pricing Date:

May 16, 2019

Issue Date:

May 21, 2019

Valuation Date:

May 16, 2024, 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:

May 21, 2024

Starting Value:

SPX: 2,850.96, which was the closing level of the SPX on the strike date (the Starting Value is lower than the closing level on the pricing

date).

RTY: 1,548.271, which was the closing level of the RTY on the strike date (the Starting Value is lower than the closing level on the

pricing date).

Observation Value:

With respect to each Underlying, its closing level on the applicable Observation Date.

Ending Value:

With respect to each Underlying, its closing level on the Valuation Date, as determined by the calculation agent.

Coupon Barrier:

SPX: 1,710.58, which is 60% of its Starting Value (rounded to two decimal places).

RTY: 928.963, which is 60% of its Starting Value (rounded to three decimal places).

Threshold Value:

SPX: 1,710.58, which is 60% of its Starting Value (rounded to two decimal places).

RTY: 928.963, which is 60% of its Starting Value (rounded to three decimal places).

Contingent Coupon Payment:

If, on any quarterly 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 $14.625 per $1,000 in principal amount (equal to a rate of 1.4625% per quarter or 5.85% per

annum) on the applicable Contingent Payment Date.

Optional Early Redemption:

On any Call Date, we have the right to redeem all, but not less than all, of the Notes at the Early Redemption Amount. No further

amounts will be payable following an Optional Early Redemption. We will give notice to the trustee at least five business days but not

more than 60 calendar days before the applicable Call Date.

Early Redemption Amount:

For each $1,000 principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment, if payable.

CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-2

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

Redemption Amount:

If the Notes have not been 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; plus the final Contingent Coupon Payment.

b)

If the Ending Value of the Least Performing Underlying is less than its Threshold Value:

$1,000 + ($1,000 x Underlying Return of the Least Performing Underlying)

In this case, the Redemption Amount will be less than 60% of the principal amount and could be zero.

Observation Dates:

As set forth on page PS-4.

Contingent Payment Dates:

As set forth on page PS-4.

Call Dates:

The quarterly Contingent Payment Dates beginning on May 21, 2020 and ending on February 22, 2024.

Calculation Agent:

BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance. For further information, see "Supplement to the Plan of Distribution; Role

of BofAS and Conflicts of Interest" beginning on page on PS-19 of this pricing supplement.

Selling Agent:

BofAS. For further information, see "Supplement to the Plan of Distribution; Role of BofAS and Conflicts of Interest" beginning on page

on PS-19 of this pricing supplement.

CUSIP:

09709TRB9

Underlying Return:

With respect to each Underlying, (Ending Value - Starting Value)

Starting Value

Least Performing Underlying:

The Underlying with the lowest Underlying Return.

Events of Default and

If an Event of Default, as defined in the senior indenture and in the section entitled "Events of Default and Rights of Acceleration"

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 ISSUER CALLABLE YIELD NOTES | PS-3

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

Observation Dates and Contingent Payment Dates

Observation Dates*

Contingent Payment Dates**

August 16, 2019

August 21, 2019

November 18, 2019

November 21, 2019

February 18 2020

February 21, 2020

May 18, 2020

May 21, 2020

August 17, 2020

August 20, 2020

November 16, 2020

November 19, 2020

February 16, 2021

February 19, 2021

May 17, 2021

May 20, 2021

August 16, 2021

August 19, 2021

November 16, 2021

November 19, 2021

February 16, 2022

February 22, 2022

May 16, 2022

May 19, 2022

August 16, 2022

August 19, 2022

November 16, 2022

November 21, 2022

February 16, 2023

February 22, 2023

May 16, 2023

May 19, 2023

August 16, 2023

August 21, 2023

November 16, 2023

November 21, 2023

February 16, 2024

February 22, 2024

May 16, 2024 ( the "Valuation Date")

May 21, 2024 ( 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 accompanying product supplement. If an Observation Date is not a business day, such Observation Date will be postponed to the next business day.

** Postponement of a quarterly Observation Date will not cause the postponement of the Contingent Payment Date relating to such Observation 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-8), have 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-8 and "Structuring the Notes" on page PS-20.

CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-4

Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index

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 previously called, on the Maturity Date, you will receive a cash payment per Note determined as follows:

CONTINGENT INCOME ISSUER CALLABLE YIELD NOTES | PS-5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Bank of America Corporation published this content on 20 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 May 2019 19:27:02 UTC

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Financials (USD)
Sales 2019 91 722 M
EBIT 2019 38 496 M
Net income 2019 26 589 M
Debt 2019 -
Yield 2019 2,22%
P/E ratio 2019 10,6x
P/E ratio 2020 9,80x
Capi. / Sales2019 3,03x
Capi. / Sales2020 3,02x
Capitalization 278 B
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Mean consensus OUTPERFORM
Number of Analysts 29
Average target price 32,87  $
Last Close Price 29,82  $
Spread / Highest target 47,6%
Spread / Average Target 10,2%
Spread / Lowest Target -6,10%
EPS Revisions
Managers
NameTitle
Brian T. Moynihan Chairman, President & Chief Executive Officer
Catherine P. Bessant President-Global Product Solutions & CMO
Thomas Kell Montag Co-Chief Operating Officer
Paul M. Donofrio Chief Financial Officer
Thomas J. May Independent Director
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