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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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06/17/2019 | 09:24am EDT

Table of Contents

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-224523

The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell the depositary shares until we deliver a final prospectus supplement. This preliminary prospectus supplement and the attached prospectus do not constitute an offer to sell these depositary shares or a solicitation of an offer to buy these depositary shares in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Supplement dated June 17, 2019

Depositary Shares, Each Representing a 1/25th Interest in a Share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series JJ

Bank of America Corporation is offering depositary shares, each representing a 1/25th interest in a share of our perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series JJ, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). Each depositary share entitles the holder, through the depository for the Preferred Stock, to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by the depositary share.

We may at our option redeem the Preferred Stock at any time on or after June , 2024, in whole or in part, at a redemption price equal to $25,000 per share (equivalent to

$1,000 per depositary share), plus any accrued and unpaid dividends for the then-current dividend period to, but excluding, the redemption date, without accumulation of any undeclared dividends. We also may redeem the Preferred Stock upon the occurrence of certain events involving capital treatment as described in this prospectus supplement. Redeeming the Preferred Stock will cause the corresponding depositary shares to be redeemed.

Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by our board of directors or a duly authorized committee of our board, and to the

extent we have funds legally available for the payment of dividends, cash dividends (1) at a fixed rate equal to

% per annum (equivalent to $

per depositary share

per annum), payable semi-annually, for each dividend period from, and including, June , 2019 (the "original issue date") to, but excluding, June

, 2024, and (2) at a

floating rate initially equal to three-month U.S. dollar LIBOR (as defined in this prospectus supplement), plus a spread of % per annum, payable quarterly, for each dividend period from, and including, June , 2024.

There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date (as each term is defined in this prospectus supplement) will occur with respect to three-month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then dividends on the Preferred Stock during the Floating Rate Period (as defined in this prospectus supplement) thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement (as defined in this prospectus supplement). See "Description of the Preferred Stock-Dividends-Effect of Benchmark Transition Event" and "Risk Factors-Additional Considerations Relating to LIBOR and a Benchmark Transition Event" and "-Additional Considerations Relating to the Secured Overnight Financing Rate" in this prospectus supplement for more information.

When, as, and if declared by our board of directors or a duly authorized committee of our board, we will make the semi-annual dividend payments, in arrears, on June

and

December

of each year beginning on December , 2019, and the quarterly dividend payments, in arrears, on March , June , September , and December

of each

year beginning on September , 2024. Dividends on the Preferred Stock will not be cumulative.

We do not intend to apply to list the depositary shares or the Preferred Stock on any securities exchange.

Investing in the depositary shares involves risks, including the risks that actions by regulators and the terms of certain of our debt securities may prevent us from paying dividends on the Preferred Stock under certain circumstances. See "Risk Factors" beginning on page S-9.

The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank. The depositary shares are not guaranteed by Bank of America, N.A. or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal offense.

Per Depositary Share

Total

Public offering price(1)

$

$

Underwriting commissions

$

$

Proceeds to Bank of America Corporation (before expenses)(1)

$

$

(1) The public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance, expected to be June , 2019.

The underwriters expect to deliver the depositary shares in book-entry only form through the facilities of The Depository Trust Company on or about June , 2019.

Sole Book-Runner

BofA Merrill Lynch

Prospectus Supplement to Prospectus dated June 29, 2018

June , 2019

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement

S-3

Summary

S-5

Risk Factors

S-9

Use of Proceeds

S-20

Description of the Preferred Stock

S-21

General

S-21

Dividends

S-22

Liquidation Rights

S-30

Optional Redemption

S-31

Voting Rights

S-32

Preemptive and Conversion Rights

S-34

Outstanding Preferred Stock

S-34

Authorized Classes of Preferred Stock

S-35

Additional Classes or Series of Stock

S-37

Depository, Transfer Agent, and Registrar

S-37

Calculation Agent

S-37

Description of the Depositary Shares

S-38

General

S-38

Dividends and Other Distributions

S-38

Redemption of Depositary Shares

S-39

Voting the Preferred Stock

S-39

Form and Notices

S-39

Registration and Settlement

S-40

Book-Entry System

S-40

Same Day Settlement

S-40

Payment of Dividends

S-40

Notices

S-41

U.S. Federal Income Tax Considerations

S-42

ERISA Considerations

S-43

Underwriting (Conflicts of Interest)

S-44

Selling Restrictions

S-45

Legal Matters

S-52

Prospectus

Page

About this Prospectus

3

Prospectus Summary

4

Risk Factors

9

Risks Relating to Regulation Resolution Strategies and Long-Term Debt

Requirements

9

Risks Relating to Debt Securities

10

Risks Related to Our Common Stock and Preferred Stock

13

Risks Relating to Certain Floating Rate Securities

15

Other Risks

15

Currency Risks

16

Bank of America Corporation

20

Use of Proceeds

20

Description of Debt Securities

21

General

21

Financial Consequences to Unsecured Debtholders of Single Point of Entry

Resolution Strategy

21

The Indentures

22

Form and Denomination of Debt Securities

23

Different Series of Debt Securities

24

Fixed-Rate Notes

26

Floating-Rate Notes

26

Fixed/Floating-Rate Notes

36

Original Issue Discount Notes

36

Payment of Principal, Interest, and Other Amounts Payable

36

No Sinking Fund

40

Redemption

40

Repayment

45

Repurchase

45

Conversion

45

Exchange, Registration, and Transfer

45

Subordination

46

Sale or Issuance of Capital Stock of Banks

47

Limitation on Mergers and Sales of Assets

48

Waiver of Covenants

48

Modification of the Indentures

48

Meetings and Action by Securityholders

49

Events of Default and Rights of Acceleration; Covenant Breaches

49

Collection of Indebtedness and Suits for Enforcement by Trustee

50

Limitation on Suits

51

Payment of Additional Amounts

51

Redemption for Tax Reasons

55

Defeasance and Covenant Defeasance

55

Satisfaction and Discharge of the Indenture

56

Notices

56

Concerning the Trustees

Page

56

Governing Law

57

Description of Warrants

58

General

58

Description of Securities Warrants

58

Description of Index Warrants

59

Description of Currency Warrants

59

Modification

60

Enforceability of Rights of Warrantholders, No Trust Indenture Act Protection

60

Description of Purchase Contracts

61

General

61

Purchase Contract Property

61

Information in Supplement

61

Prepaid Purchase Contracts; Applicability of Indenture

62

Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection

63

Pledge by Holders to Secure Performance

63

Settlement of Purchase Contracts that Are Part of Units

63

Failure of Holder to Perform Obligations

64

Description of Units

65

General

65

Unit Agreements: Prepaid, Non-Prepaid, and Other

65

Modification

66

Enforceability of Rights of Unitholders; No Trust Indenture Act Protection

66

Description of Preferred Stock

67

General

67

Dividends

68

Voting

68

Liquidation Preference

68

Preemptive Rights

69

Existing Preferred Stock

69

Additional Classes or Series of Stock

106

Description of Depositary Shares

107

General

107

Terms of the Depositary Shares

107

Withdrawal of Preferred Stock

107

Dividends and Other Distributions

108

Redemption of Depositary Shares

108

Voting the Deposited Preferred Stock

108

Amendment and Termination of the Deposit Agreement

109

Charges of Depository

109

Miscellaneous

109

Resignation and Removal of Depository

109

Description of Common Stock

110

General

110

Voting and Other Rights

110

Dividends

110

Certain Anti-Takeover Matters

111

Registration and Settlement

112

Book-Entry Only Issuance

112

Definitive Securities

112

Street Name Owners

113

Legal Holders

113

Special Considerations for Indirect Owners

113

Depositories for Global Securities

114

Special Considerations for Global Securities

119

U.S. Federal Income Tax Considerations

122

Taxation of Debt Securities

123

Taxation of Common Stock, Preferred Stock, and Depositary Shares

138

Taxation of Warrants

143

Taxation of Purchase Contracts

143

Taxation of Units

143

Reportable Transactions

143

Foreign Account Tax Compliance Act

144

Plan of Distribution (Conflicts of Interest)

145

Distribution Through Underwriters

145

Distribution Through Dealers

146

Distribution Through Agents

146

Direct Sales

146

General Information

146

Market-Making Transactions by Affiliates

147

Conflicts of Interest

147

ERISA Considerations

149

Where You Can Find More Information

152

Forward-Looking Statements

153

Legal Matters

154

Experts

154

S-2

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement describes the specific terms of the Preferred Stock and the related depositary shares, and supplements the description of our preferred stock and depositary shares included in the attached prospectus. We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement or the attached prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If information in this prospectus supplement is inconsistent with the attached prospectus, the information in this prospectus supplement supersedes the information in the attached prospectus. You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus is accurate as of any date other than its respective date.

This prospectus supplement and the attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy the depositary shares in any jurisdiction in which that offer or solicitation is unlawful. The distribution of this prospectus supplement and the attached prospectus and the offering of the depositary shares in some jurisdictions may be restricted by law. If you have received this prospectus supplement and the attached prospectus, you should find out about and observe these restrictions. Persons outside the United States who come into possession of this prospectus supplement and the attached prospectus must inform themselves about and observe any restrictions relating to the offering of the depositary shares and the distribution of this prospectus supplement and the attached prospectus outside of the United States. See "Underwriting (Conflicts of Interest)- Selling Restrictions."

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of depositary shares in any Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (2003/71/EC) (and amendments thereto, including the Directive 2010/73/EU, to the extent implemented in the relevant Member State, the "Prospectus Directive") (each, a "Relevant Member State") will be made under an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the depositary shares. Accordingly, any person making or intending to make an offer in that Relevant Member State of any depositary shares which are contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor the underwriters have authorized, and neither we nor they authorize, the making of any offer of the depositary shares in circumstances in which an obligation arises for us or any underwriter to publish or supplement a prospectus for the purposes of the Prospectus Directive in relation to such offer. Neither this prospectus supplement nor the accompanying prospectus constitutes an approved prospectus for the purposes of the Prospective Directive.

IMPORTANT-EEA RETAIL INVESTORS-The depositary shares 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, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded, where that customer would not qualify as a professional client as defined in point

  1. of Article 4(1) of MiFID II; or (iii) 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 depositary shares or otherwise making them available to retail investors in the EEA has been prepared and therefore

S-3

Table of Contents

offering or selling the depositary shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") - The depositary shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.

Unless otherwise indicated or the context requires otherwise, all references in this prospectus supplement to "Bank of America," "the

Corporation," "we," "us," and "our" are to Bank of America Corporation excluding its consolidated subsidiaries. Capitalized terms used, but not defined, in this prospectus supplement are defined in the attached prospectus.

S-4

Table of Contents

SUMMARY

The following information about the depositary shares and the Preferred Stock summarizes, and should be read in conjunction with, the information contained in this prospectus supplement and in the attached prospectus.

Securities Offered

We are offering depositary shares representing interests in our Preferred Stock, with each share of Preferred Stock having a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share). Each depositary share represents a 1/25th interest in a share of the Preferred Stock. Each depositary share entitles the holder to a proportional fractional interest in the Preferred Stock represented by that depositary share, including dividend, voting, redemption, and liquidation rights.

We may elect from time to time to issue additional depositary shares representing interests in the Preferred Stock, without notice to, or consent from, the existing holders of the depositary shares, and all those additional depositary shares would be deemed to form a single series with the depositary shares representing interests in the Preferred Stock, described by this prospectus supplement and the attached prospectus.

Dividends

There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three- month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then dividends on the Preferred Stock during the Floating Rate Period thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement, and, in connection with the implementation of the applicable Benchmark Replacement, we or the calculation agent (after consulting with us) will have the right from time to time to make Benchmark Replacement Conforming Changes as set forth in this prospectus supplement under the heading "Description of the Preferred Stock-Dividends-Effect of Benchmark Transition Event.

Dividend Rate. We will pay cash dividends on the Preferred Stock only when, as, and if declared by our board of directors or a duly authorized committee of our board, and, to the extent that we have funds legally available for the payment of such dividends, from, and including,

the original issue date to, but excluding, June , 2024, at a fixed rate of % per annum (equivalent to $ per depositary share per annum), payable semi-annually, in arrears (the "Fixed Rate Period"). Thereafter, we will pay cash dividends on the Preferred Stock only when, as, and if declared by our board of directors or a duly authorized committee of our board and, to the extent that we have funds legally available for the payment of such dividends, at a floating rate equal to three-month U.S. dollar LIBOR, plus a spread of % per annum, payable quarterly, in arrears beginning June , 2024 (the "Floating Rate Period"). Each such rate during the Fixed Rate Period or Floating Rate Period is a "dividend rate."

Dividend Payment Dates. Cash dividends on the Preferred Stock will be payable when, as, and if declared by our board of directors or a duly authorized committee of our board, and to the extent that we have funds legally available for the payment of such dividends, semi-annually, in

arrears, during the Fixed Rate Period on June and December

of each year, beginning on December

, 2019 to June , 2024, and, thereafter,

quarterly, in arrears, during the Floating Rate Period on March

, June , September , and December

of each year, beginning on September

  • 2024. Dividend payment dates are subject to adjustment for non-business days as described below under "Description of the Preferred Stock- Dividends-Dividend Payment Dates."

S-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 17 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2019 13:23:05 UTC

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