BANK OF AMERICA CORPORATION Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-213265
Pricing Supplement dated June 19, 2019.
BofA Finance LLC
$18,205,000
Autocallable Buffered S&P 500®
Index-Linked Notes due June 22, 2022
Fully and Unconditionally Guaranteed by
Bank of America Corporation
The notes do not bear interest. The notes will mature on the stated maturity date (June 22, 2022) unless they are automatically called on either call
observation date (June 26, 2020 and June 21, 2021). The notes will be automatically called on a call observation date if the closing level of the S&P 500® Index (which we refer to as the "underlier") on that date is equal to or greater than the initial underlier level (2,926.46, which was the closing level of the underlier on the trade date), resulting in a payment on the corresponding call payment date equal to the face amount of your notes times (i) 107.50% with respect to the first call observation date and (ii) 115.00% with respect to the second call observation date.
If the notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date will be based on the performance of the underlier as measured from the trade date to and including the determination date (June 20, 2022).
If the final underlier level on the determination date is equal to or greater than the initial underlier level, you will receive the maximum settlement amount
($1,225.00 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.
If the notes are not automatically called on either call observation date, 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 zero or positive (the final underlier level is equal to or greater than the initial underlier level), the maximum settlement amount of $1,225.00;
- if the underlier return is negative but not below -10.00% (the final underlier level 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 1.1111 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-11 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 trade date, the initial estimated value of the notes is $977.00 per $1,000 in face amount. See "Summary Information" beginning on page PS-3 of this pricing supplement, "Risk Factors" beginning on page PS-11 of this pricing supplement and "Structuring the Notes" on page PS-21 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: | June 26, 2019 | Price to public(2): | 100.00% of the face amount |
Underwriting discount (1)(2): | 2.00% of the face amount | Net proceeds to the issuer: | 98.00% 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-20 of this pricing supplement.
- The price to public for certain investors will be 98.00% of the face amount, reflecting a forgone underwriting discount with respect to such notes; see "Supplemental Plan of Distribution-Conflicts of Interest" on page PS-20 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, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
BofA Merrill Lynch
Selling Agent
The price to public, underwriting discount 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
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; $18,205,000 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 public |
Other Than the Face | you pay for your notes, so if you acquire notes at a premium (or discount) to face amount and hold them to the stated |
Amount: | 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. 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-14 of this pricing supplement. | |
Cash Settlement | If your notes are automatically called on a Call Observation Date because the closing level of the Underlier on such day |
Amount (on Either Call is equal to or greater than the Call Level, for each $1,000 face amount of your notes, we will pay you an amount in cash
Payment Date): | equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the Call Premium Amount applicable to the |
corresponding Call Observation Date. | |
Cash Settlement | If your notes are notautomatically called, for each $1,000 face amount of your notes, we will pay you on the stated |
Amount (on the Stated maturity date an amount in cash equal to: | |
Maturity Date): | ● if the Final Underlier Level is equal to or greater than the Initial Underlier Level, the sum of (1) $1,000 plus (2) the |
product of $1,000 times the Maturity Date Premium Amount; | |
● if the Final Underlier Level is less than the Initial Underlier Level but equal to or greater than 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 Amount will be less than the face amount of the notes, and you will lose some or all of the face amount. | |
Initial Underlier Level: | 2,926.46 |
Final Underlier Level: | The closing level of the Underlier on the Determination Date, except in the limited circumstances described under |
"Description of the Notes -Market Disruption Events" below and "Description of the Notes-Certain Terms of the Notes- | |
Events Relating to Calculation Days," "Description of the Notes -Adjustments to an Index" and "Description of the Notes | |
-Discontinuance of an Index" in the accompanying product supplement. | |
Underlier Return: | The quotient of (1) the Final Underlier Level minus the Initial Underlier Level divided by (2) the Initial Underlier Level, |
expressed as a percentage | |
Buffer Level: | 90.00% of the Initial Underlier Level |
PS-3
Buffer Amount: | 10.00% |
Buffer Rate: | The quotient of the Initial Underlier Level divided by the Buffer Level, which equals approximately 111.11% |
Call Observation Dates:June 26, 2020 and June 21, 2021, subject to adjustment as described under "Description of the Notes - Certain Terms of the Notes-Events Relating to Observation Dates" on page PS-19 of the accompanying product supplement
Call Payment Dates: June 30, 2020 and June 23, 2021, subject to postponement as described under "Description of the Notes - Certain Terms of the Notes-Events Relating to Observation Dates" on page PS-19 of the accompanying product supplement
Call Premium Amount: 7.50% with respect to the first scheduled Call Observation Date and 15.00% with respect to the second scheduled Call Observation Date. Each Call Premium Amount will be set on the trade date.
Call Level:100.00% of the Initial Underlier Level Maturity Date Premium 22.50%
Amount:
Trade Date:
Original Issue Date
(Settlement Date):
Determination Date:
Stated Maturity Date:
Business Day:
Trading Day:
Closing Level of the
Underlier:
Market Disruption
Events:
EQUITY-1.
The following events will not be Market Disruption Events with respect to the Underlier:
- a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular business hours of the relevant market, and
- a decision to permanently discontinue trading in the option or futures contracts relating to the Underlier or to any Underlier Stock.
For this purpose, an "absence of trading" in the primary securities market on which an Underlier Stock, or on which option or futures contracts, if available, relating to the Underlier or to any Underlier Stock are traded will not include any time when that market is itself closed for trading under ordinary circumstances. In contrast, a suspension or limitation of trading in an Underlier Stock or in option or futures contracts, if available, relating to the Underlier or to any Underlier Stock in the primary market for that stock or those contracts, by reason of:
- a price change exceeding limits set by that market,
- an imbalance of orders relating to that Underlier Stock or those contracts, or
- a disparity in bid and ask quotes relating to that Underlier Stock or those contracts,
will constitute a suspension or material limitation of trading in the Underlier or those contracts in that market.
If the Determination Date is postponed due to a Market Disruption Event, the payment due at maturity may be postponed by the same number of business days, as set forth in the section "Description of the Notes-Certain Terms of the Notes -Events Relating to Calculation Days" of the accompanying product supplement.
The notes will not be listed on any securities exchange or interdealer quotation system The notes do not bear interest
The notes will not be subject to any optional redemption right
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 "-Cash Settlement Amount (on the Stated Maturity Date)," calculated as though the date of acceleration were the maturity date of the notes and as though the determination date were the second trading day prior to the date of acceleration. The calculation agent shall pro-rate the Maturity Date Premium Amount, if payable, according to the period of time elapsed between the settlement date of the notes and the date of acceleration. In case of a default in the payment of the notes, the notes will not bear a default interest rate.
BofAS, an affiliate of BofA Finance.
BofAS, an affiliate of BofA Finance. See "Supplemental Plan of Distribution -Conflicts of Interest" on page PS-20 of this pricing supplement.
CUSIP/ISIN: 09709TRR4 / US09709TRR40
Initial Estimated Value:The initial estimated value of the notes as of the trade date is set forth on the cover page of this pricing supplement.
Payments on the notes, including the applicable Cash Settlement Amount, depend on the credit risk of BofA Finance and BAC and on the performance of the Underlier. 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 underwriting discount and the hedging related charges described below, 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 to purchase the notes is greater than the initial estimated value of the notes as of the trade date.
For more information about the initial estimated value and the structuring of the notes, see "Risk Factors" beginning on page PS-11 and "Structuring the Notes" on page PS-21.
PS-5
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