BANK OF AMERICA CORPORATION The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-213265
Subject to Completion. Dated June 19, 2019
BofA Finance LLC
$
Leveraged Buffered S&P 500® Index-Linked Notes due
Fully and Unconditionally Guaranteed by
Bank of America Corporation
The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (expected to be the second scheduled business
day after the determination date) is based on the performance of the S&P 500® Index (which we refer to as the "underlier"), as measured from the trade date to and including the determination date (expected to be between 13 and 15 months after the trade date). If the final underlier level on the determination date is greater than the initial underlier level (set on the trade date and may be higher or lower than the actual closing level of the underlier on the trade date), the return on your notes will be positive, subject to the maximum settlement amount (expected to be between $1,119.70 and $1,140.40 for each $1,000 face amount of your notes). If the final underlier level declines by up to 10.00% from the initial underlier level, you will receive the face amount of your notes. If the final underlier level declines by more than 10.00% from the initial underlier level, you will be exposed on a leveraged basis to any decrease in the final underlier level beyond 10.00%. In this case, the return on your notes will be negative. You may lose some or all of your investment in the notes.
To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
- if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.5 times (c) the underlier return, subject to the maximum settlement amount;
- if the underlier return is zero or negative but not below -10.00% (the final underlier level is equal to the initial underlier level or is less than the initial underlier level, but not by more than 10.00%), $1,000; or
- if the underlier return is negative and is below -10.00% (the final underlier level is less than the initial underlier level by more than 10.00%), the sum of (i) $1,000 plus (ii) the product of (a) approximately 1.11111 times (b) the sum of the underlier return plus 10.00% times (c) $1,000.
The notes will not be listed on any securities exchange. Investment in the notes involves certain risks, including the credit risk of BofA Finance LLC ("BofA Finance"), as issuer of the notes, and the credit risk of Bank of America Corporation ("BAC" or the "Guarantor"), as guarantor of the notes. Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS- 13 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.
As of the date of this pricing supplement, the initial estimated value of the notes at the time of pricing is expected to be between $990.00 and $999.00 per $1,000.00 in face amount. See "Summary Information" beginning on page PS- 5 of this pricing supplement, "Risk Factors" beginning on page PS- 13 of this pricing supplement and "Structuring the Notes" on page PS- 23 of 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.
Original issue date: | , 2019 | Price to public: | 100.00% of the face amount |
Underwriting discount(1): | [0.00]% of the face amount | Net proceeds to the issuer: | [100.00]% of the face amount |
- BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance, will participate as selling agent in the distribution of the notes. See "Supplemental Plan of Distribution - Conflicts of Interest" on page PS-22 of this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying prospectus, prospectus supplement or product supplement. Any representation to the contrary is a criminal offense. 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, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
BofA Merrill Lynch
Selling Agent
The price to public and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at prices to public and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on the price to public you pay for such notes.
BofAS and any of our other broker-dealeraffiliates may use this pricing supplement in the initial sale of the notes. In addition, BofAS and any of our other broker-dealeraffiliates may use this pricing supplement in a market-makingtransaction in a note after its initial sale. Unless BofAS or any of our other broker-dealer affiliates informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
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, prospectus supplement and prospectus, as such references relate to MLPF&S's institutional services, should now be read as references to BofAS.
About Your Prospectus
The notes are unsecured senior notes issued by BofA Finance, a direct, wholly-owned subsidiary of BAC. Payments on the notes are fully and unconditionally guaranteed by the Guarantor. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below and should be read in conjunction with those documents:
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:
https://www.sec.gov/Archives/edgar/data/70858/000119312516760144/d266649d424b3.htm
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes.
PS-2
Leveraged Buffered S&P 500® Index-Linked Notes due
INVESTMENT THESIS
You should be willing to:
- forgo gains greater than a Maximum Settlement Amount of between 111.97% and 114.04% of the face amount in exchange for (i) 1.5x leveraged upside participation if the Underlier Return is positive and (ii) a buffer against loss of principal in the event of a decline of up to 10.00% in the Final Underlier Level relative to the Initial Underlier Level.
- forgo interest payments and accept the risk of losing your entire investment in exchange for the potential to earn 150.00% of any positive Underlier Return up to a Maximum Settlement Amount of between 111.97% and 114.04% of the face amount.
Your maximum return on your notes will not be greater than the return represented by the Maximum Settlement Amount, which such return is between 11.97% and 14.04%. You could lose all or a substantial portion of your investment if the Underlier Return is less than -10.00%.
DETERMINING THE CASH SETTLEMENT AMOUNT
At maturity, for each $1,000 face amount, the investor will receive (in each case as a percentage of the face amount):
- if the Final Underlier Level is greater than 100.00% of the Initial Underlier Level, 100.00% plus 150.00% times the Underlier Return, subject to a Maximum Settlement Amount of between 111.97% and 114.04%;
- if the Final Underlier Level is less than or equal to 100.00% of the Initial Underlier Level but greater than or equal to 90.00% of the Initial Underlier Level, 100.00%; or
- if the Final Underlier Level is less than 90.00% of the Initial Underlier Level, 100.00% minus approximately 1.11111% for every 1.00% that the Final Underlier Level has declined below 90.00% of the Initial Underlier Level.
If the Final Underlier Level declines by more than 10.00% from the Initial Underlier Level, the return on the notes will be negative, and the investor could lose their entire investment in the notes.
KEY TERMS
Issuer: | BofA Finance LLC ("BofA Finance") | |
Guarantor: | Bank of America Corporation ("BAC") | |
Underlier: | The S&P 500® Index (Bloomberg symbol, "SPX Index") | |
Face Amount: | $ | in the aggregate; each note will have a face amount equal to $1,000 |
Trade Date: | ||
Settlement Date: | Expected to be the fifth scheduled business day following the trade date | |
Determination Date: | Expected to be between 13 and 15 months following the trade date | |
Stated Maturity Date: | Expected to be the second scheduled business day following the Determination Date | |
Initial Underlier Level: | To be determined on the trade date | |
Final Underlier Level: | The closing level of the Underlier on the Determination Date | |
Underlier Return: | The quotient of (i) the Final Underlier Level minus the Initial Underlier Level divided by (ii) the | |
Initial Underlier Level, expressed as a positive or negative percentage | ||
Upside Participation Rate: | 150.00% | |
Buffer Level: | 90.00% of the Initial Underlier Level (equal to a -10.00% Underlier Return) | |
Buffer Amount: | 10.00% | |
Buffer Rate: | The quotient of the Initial Underlier Level divided by the Buffer Level, which equals | |
approximately 111.111% | ||
Maximum Settlement Amount: | Expected to be between $1,119.70 and $1,140.40 for each $1,000 face amount of your notes. | |
The actual Maximum Settlement Amount will be determined on the trade date. | ||
Cap Level: | Expected to be between 107.98% and 109.36% of the Initial Underlier Level. The actual Cap | |
Level will be determined on the trade date. | ||
CUSIP/ISIN: | 09709TSH5 / US09709TSH58 |
PS-3
HYPOTHETICAL PAYMENT AT MATURITY*
Hypothetical Final Underlier | Hypothetical Cash Settlement |
Level (as % of Initial | Amount (as % of Face Amount) |
Underlier Level) | |
150.000% | 111.970% |
140.000% | 111.970% |
130.000% | 111.970% |
120.000% | 111.970% |
110.000% | 111.970% |
107.980% | 111.970% |
105.000% | 107.500% |
102.000% | 103.000% |
100.000% | 100.000% |
96.000% | 100.000% |
92.000% | 100.000% |
90.000% | 100.000% |
85.000% | 94.444% |
80.000% | 88.889% |
75.000% | 83.333% |
50.000% | 55.556% |
25.000% | 27.778% |
0.000% | 0.000% |
*Assumes a Cap Level set at the bottom of the Cap Level range (expected to be between 107.98% and 109.36% of the Initial Underlier Level) and a Maximum Settlement Amount set at the bottom of the Maximum Settlement Amount range (expected to be between 111.97% and 114.04% of the face amount).
RISKS
Please read the section entitled "Risk Factors" of this pricing supplement as well as the risks and considerations described in "Risk Factors" 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.
PS-4
SUMMARY INFORMATION
We refer to the notes we are offering by this pricing supplement as the "offered notes" or the "notes". Each of the offered notes has the terms described below. 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).
This section is meant as a summary and should be read in conjunction with the accompanying product supplement, prospectus supplement and prospectus. This pricing supplement supersedes any conflicting provisions of the documents listed above.
Key Terms | ||
Issuer: | BofA Finance LLC ("BofA Finance") | |
Guarantor: | Bank of America Corporation ("BAC") | |
Underlier: | The S&P 500® Index (Bloomberg symbol, "SPX Index"), as published by S&P Dow Jones Indices LLC ("SPDJI" or | |
the "Underlier Sponsor") | ||
Specified Currency: | U.S. dollars ("$") | |
Face Amount: | Each note will have a face amount of $1,000; $ | in the aggregate for all the offered notes; the aggregate face |
amount of the offered notes may be increased if we, at our sole option, decide to sell an additional amount of the | ||
offered notes on a date subsequent to the date of this pricing supplement. | ||
Purchase at Amount | The amount we will pay you at the stated maturity date for your notes will not be adjusted based on the price to | |
Other Than the Face | public you pay for your notes, so if you acquire notes at a premium (or discount) to face amount and hold them to the | |
Amount: | stated maturity date, it could affect your investment in a number of ways. The return on your investment in such | |
notes will be lower (or higher) than it would have been had you purchased the notes at face amount. Also, the stated | ||
Buffer Level would not offer the same measure of protection to your investment as would be the case if you had | ||
purchased the notes at face amount. Additionally, the Cap Level would be triggered at a lower (or higher) percentage | ||
return than indicated below, relative to your initial investment. See "Risk Factors - If You Purchase Your Notes at a | ||
Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at | ||
Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected" on page PS-15 of this | ||
pricing supplement. | ||
Cash Settlement | For each $1,000 face amount of your notes, we will pay you on the stated maturity date an amount in cash equal to: | |
Amount: |
● if the Final Underlier Level is greater than or equal to the Cap Level, the Maximum Settlement Amount;
● if the Final Underlier Level is greater than the Initial Underlier Level but less than the Cap Level, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Upside Participation Rate times (iii) the Underlier Return;
● if the Final Underlier Level is equal to or less than the Initial Underlier Level but greater than or equal to the Buffer Level, $1,000; or
● if the Final Underlier Level is less than the Buffer Level, the sum of (1) $1,000 plus (2) the product of (i) $1,000 times (ii) the Buffer Rate times (iii) the sum of the Underlier Return plus the Buffer Amount. In this case, the cash settlement
PS-5
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Bank of America Corporation published this content on 19 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2019 18:28:02 UTC
