Bank of America : Form of prospectus filed in connection with primary offering of securities on a delayed basis
06/13/2019 | 12:59pm EDT
This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.
Preliminary Pricing Supplement - Subject to Completion (To Prospectus dated November 4, 2016, Series AProspectus Supplement dated November 4, 2016 and Product SupplementSTOCK-1dated November 30, 2016) June 12, 2019
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-213265
BofA Finance LLC
Cash-Settled Equity Linked Notes Linked to the Common Stock of Dow Inc. due June 18, 2024
Fully and Unconditionally Guaranteed by Bank of America Corporation
The CUSIP number for the notes is 09709TGZ8.
The notes are unsecured senior notes issued by BofA Finance LLC ("BofA Finance"), a direct, wholly-owned subsidiary of Bank of America Corporation ("BAC" or the "Guarantor"), which are fully and unconditionally guaranteed by the Guarantor. Any payment due on the notes, including any repayment of principal, will be subject to the credit risk of BofA Finance, as issuer of the notes, and the credit risk of BAC, as guarantor of the notes.
All payments on the notes occur at maturity.
The notes are expected to price on June 13, 2019 (the "pricing date").
The notes are expected to mature on June 18, 2024 (the "maturity date").
Payments on the notes will depend on the performance of the common stock of Dow Inc. (the "Underlying Stock").
All payments on the notes will be made in cash. You will not have the option to convert the notes into shares of the Underlying Stock.
At maturity, the amount you will be entitled to receive per $1,000 in principal amount of the notes (the "Redemption Amount") will be equal to the greater of:
the Alternative Settlement Amount (as defined below).
The "Alternative Settlement Amount" will be an amount in cash equal to theproduct of (a) $1,000 and (b) the quotient of (i) the Final Stock Price (as defined below), divided by (ii) the Threshold Price (as defined below).
The "Threshold Price" will be equal to between [110%-112%] of the Initial Reference Price of the Underlying Stock (to be set on the pricing date). You will not receive any additional return at maturity unless the Underlying Stock appreciates by more than between [10%-12%] from the Initial Reference Price to the Final Stock Price.
The notes will not be listed on any securities exchange.
The notes will be issued in denominations of $1,000 and whole multiples of $1,000.
The initial estimated value of the notes will be less than the public offering price.The initial estimated value of the notes as of the pricing date is expected to be between $970 and $990 per $1,000 in principal amount. See "Summary" beginning on pagePS-3of this pricing supplement, "Risk Factors" beginning on pagePS-7of this pricing supplement and "Structuring the Notes" on pagePS-17of this pricing supplement for additional information. 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-7 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.
∙ The notes and the related guarantee:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value
Public Offering Price
Proceeds (before expenses) to BofA Finance
BofA Securities, Inc. ("BofAS") will not receive any selling commission for the notes. See "Supplemental Plan of Distribution; Role of BofAS and Conflicts of Interest" below.
The notes and the related guarantee of the notes by the Guarantor are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and involve investment risks.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of these notes or the guarantee, or passed upon the adequacy or accuracy of this pricing supplement, or the accompanying product supplement, prospectus supplement or prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on or about June 18, 2019 against payment in immediately available funds.
BofA Merrill Lynch
TABLE OF CONTENTS
DESCRIPTION OF THE NOTES
THE UNDERLYING STOCK
SUPPLEMENTAL PLAN OF DISTRIBUTION; ROLE OF BOFAS AND CONFLICTS OF INTEREST
STRUCTURING THE NOTES
U.S. FEDERAL INCOME TAX SUMMARY
TheCash-SettledEquity Linked Notes Linked to the Common Stock of Dow Inc. due June 18, 2024 (the "notes") are our senior debt securities. Any payment on the notes is 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 unsecured senior debt, and the related guarantee will rank equally with all of BAC's other unsecured senior obligations. Any payment 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. The notes will mature on June 18, 2024.
Any payment on the notes depends on the credit risk of BofA Finance and BAC and on the performance of the Underlying Stock. 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 it enters 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 hedging related charges described below, will reduce 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 pay to purchase the notes will be greater than the initial estimated value of the notes as of the pricing date.
On the cover page of this preliminary pricing supplement, we have provided the initial estimated value range for the notes. The final pricing supplement will set forth the initial estimated value of the notes as of the pricing date. For more information about the initial estimated value and the structuring of the notes, see "Risk Factors" beginning on page PS-7 and "Structuring the Notes" on page PS-17.
BofA Finance LLC ("BofA Finance")
Bank of America Corporation ("BAC")
June 13, 2019
June 18, 2019
June 7, 2024, June 10, 2024, June 11, 2024, June 12, 2024 and June 13, 2024
June 18, 2024
The common stock of Dow Inc. (NYSE: DOW). See the section entitled "The Underlying Stock." We refer to Dow
Inc. as the "Underlying Company."
Determining the Value of the Underlying Stock:
Expected to be between [110% - 112%] of the Initial Reference Price (as defined below). The actual Threshold Price
will be set forth in the final pricing supplement.
The price of one share of the Underlying Stock determined on the pricing date in the sole discretion of the
calculation agent. The Initial Reference Price will likely differ from the official closing price of the
Underlying Stock on the pricing date. The calculation agent is under no obligation to consider your interests
as a holder of the notes in taking any actions, including the determination of the Initial Reference Price, that
may affect the value of your notes.
Final Stock Price:
The product of the Price Multiplier and average of the Closing Market Prices of the Underlying Stock on the
The Price Multiplier will be set to 1.0 on the pricing date, subject to adjustment upon the occurrence of certain
corporate events affecting the Underlying Stock, including an adjustment to take into account any Ordinary
Dividend that is higher or lower than the Base Dividend. See "Description of the Notes - Additional Anti-
Dilution Adjustments" beginning on page PS-11 of this pricing supplement and "Description of the Notes - Anti-
Dilution Adjustments to Underlying Stocks that Are Common Equity" beginning on page PS-22 in the
accompanying product supplement.
An amount calculated as follows:
$1,000 × (Final Stock Price / Threshold Price).
The regular quarterly cash dividend per one share of the Underlying Stock paid by the Underlying Company.
From the issue date to the maturity date, $0.70 per calendar quarter per share of the Underlying Stock. The Base
Dividend is used to calculate any adjustments to the Price Multiplier for cash dividends.
Payment of the Notes at Maturity:
Your payment at maturity, for each $1,000 in principal amount of the notes, will be the greater of:
the Alternative Settlement Amount (as defined above)
Additional Roles of BofAS:
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
The pricing date, issue date and other dates set forth above are subject to change, and will be set forth in the final pricing supplement relating to the notes.
You should read carefully this entire pricing supplement, product supplement, prospectus supplement, and prospectus to understand fully the terms of the notes, as well as the tax and other considerations important to you in making a decision about whether to invest in the notes. In particular, you should review carefully the section in this pricing supplement entitled "Risk Factors," which highlights a number of risks of an investment in the notes, to determine whether an investment in the notes is appropriate for you. If information in this pricing supplement is inconsistent with the product supplement, prospectus supplement or prospectus, this pricing supplement will supersede those documents. You are urged to consult with your own attorneys and business and tax advisors before making a decision to purchase any of the notes.
The information in this "Summary" section is qualified in its entirety by the more detailed explanation set forth elsewhere in this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. You should rely only on the information contained in this pricing supplement and the accompanying product supplement, prospectus supplement and prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. None of us, the Guarantor or BofAS is making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this pricing supplement, the accompanying product supplement, prospectus supplement, and prospectus is accurate only as of the date on their respective front covers.
Capitalized terms used but not defined in this pricing supplement have the meanings set forth in the accompanying product supplement, prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references in this pricing supplement to "we," "us," "our," or similar references are to BofA Finance, and not to BAC (or any other affiliate of BofA Finance).
The accompanying documents referenced above may be accessed at the following links:
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 STOCK-1, prospectus supplement and prospectus, as such references relate to MLPF&S's institutional services, should now be read as references to BofAS.
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Bank of America Corporation published this content on 13 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2019 16:58:03 UTC