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MarketScreener Homepage  >  Equities  >  Nyse  >  Bank of America Corporation    BAC

BANK OF AMERICA CORPORATION

(BAC)
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Bank of America : Form of prospectus disclosing information, facts, events covered in both forms 424B2, 424B3

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10/21/2019 | 11:51am EST

Table of Contents

Filed pursuant to Rule 424(b)(5)

Registration No. 333-224523

Pricing Supplement No. 100 (To Prospectus dated June 29, 2018 and Prospectus Supplement dated June 29, 2018)

October 17, 2019

Medium-Term Notes, Series N

$2,000,000,000 2.456% Fixed/Floating Rate Senior Notes, due October 2025

This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series N.

The notes mature on October 22, 2025. We will pay interest on the notes (a) from, and including, October 22, 2019 to, but excluding, October 22, 2024, at a fixed rate of 2.456% per annum, payable semi-annually, and (b) from, and including, October 22, 2024 to, but excluding, the Maturity Date, at a floating rate per annum initially equal to three-month U.S. dollar LIBOR plus a spread of 0.870%, payable quarterly.

The determination provisions for three-month U.S. dollar LIBOR are being modified. See pagePS-9.

There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date (as each term is defined in this pricing 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 interest on the notes during the Floating Rate Period (as defined in this pricing supplement) thereafter will be determined not by reference to three- month U.S. dollar LIBOR but instead by reference to the applicable Benchmark Replacement (as defined in this pricing supplement). See "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period-Effect of Benchmark Transition Event and Related Benchmark Replacement Date" and "Additional Risk Factors Relating to the Notes" in this pricing supplement for more information.

We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading "Specific Terms of the Notes-Optional Redemption."

As described under "Use of Proceeds" in this pricing supplement, we will use the proceeds of the sale of the notes to fund renewable energy projects.

The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time. We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of the attached prospectus supplement, "Risk Factors" beginning on page 9 of the attached prospectus and "Additional Risk Factors Relating to the Notes" beginning on page PS-2 of this pricing supplement.

None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price

100.000%

$

2,000,000,000

Selling Agents' Commission

0.350%

$

7,000,000

Proceeds (before expenses)

99.650%

$

1,993,000,000

We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on October 22, 2019.

Sole Book-Runner

BofA Merrill Lynch

BANKIA

ICBC Standard Bank

ING

Raiffeisen Bank International

Westpac Capital Markets LLC

Bancroft Capital

CastleOak Securities, L.P.

Roberts & Ryan

The Williams Capital Group, L.P.

Table of Contents

ADDITIONAL RISK FACTORS RELATING TO THE NOTES

Your investment in the notes is subject to risks, including those discussed below and in the sections entitled "Risk Factors" beginning on pageS-5 of the attached prospectus supplement and on page 9 of the attached prospectus and in the documents incorporated by reference in the attached prospectus. Capitalized or other defined terms used, but not defined, in this section of the pricing supplement have the respective meanings as are given to them in other sections of this pricing supplement or in the attached prospectus supplement or attached prospectus, as applicable.

Additional Risk Factors Relating to LIBOR and a Benchmark Transition Event

The following discussion of risks should be read together with the benchmark transition provisions under "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period-Effect of Benchmark Transition Event and Related Benchmark Replacement Date" below, which define and further describe a number of terms and matters referred to in these risk factors.

Interest on the notes during the Floating Rate Period will be calculated using a reference rate other than three-month U.S. dollar LIBOR if a Benchmark Transition Event and related Benchmark Replacement Date occur.

The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. These factors may result in the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date.

If we or the calculation agent (after consulting with us) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to three-month U.S. dollar LIBOR, then we or the calculation agent (after consulting with us) will determine a Benchmark Replacement in accordance with the benchmark transition provisions described below under "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period- Effect of Benchmark Transition Event and Related Benchmark Replacement Date." After such an event, interest on the notes during the Floating Rate Period will no longer be determined by reference to three-month U.S. dollar LIBOR, but instead will be determined by us or the calculation agent (after consulting with us) by reference to the applicable Benchmark Replacement.

The selection of a Benchmark Replacement, and any decisions, determinations or elections made by us or the calculation agent (after consulting with us) in connection with implementing a Benchmark Replacement with respect to the notes in accordance with the benchmark transition provisions, including with respect to Benchmark Replacement Conforming Changes, could adversely affect the rate of interest on the notes during the Floating Rate Period, which could adversely affect the return on, value of and market for the notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to three-month U.S. dollar LIBOR, or that any Benchmark Replacement will produce the economic equivalent of three-month U.S. dollar LIBOR as a reference rate for interest on the notes during the Floating Rate Period.

The Benchmark Replacement is uncertain and may not be a suitable replacement for three-month U.S. dollar LIBOR.

The terms of the notes provide for a "waterfall" of alternative rates to be used to determine the rate of interest on the notes during the Floating Rate Period if a Benchmark Transition Event and related Benchmark Replacement Date occur and the Interpolated Benchmark cannot be determined. The first alternative rate in the

PS-2

Table of Contents

waterfall is Term SOFR, a forward-looking rate which will be based on SOFR. However, Term SOFR does not exist as of the date of this pricing supplement, and there is no guarantee that Term SOFR will exist prior to a Benchmark Transition Event and related Benchmark Replacement Date. Even if Term SOFR is developed, it is unclear whether it will be a suitable replacement or successor for three-month U.S. dollar LIBOR. Assuming Term SOFR does not exist at the time of a Benchmark Transition Event and related Benchmark Replacement Date, the second alternative rate in the waterfall is Compounded SOFR. Compounded SOFR is the compounded average of daily SOFR rates that we expect will be calculated in arrears, while three-month U.S. dollar LIBOR is a forward-looking rate. However, there currently is no uniform market convention with respect to the calculation of Compounded SOFR. Uncertainty surrounding the establishment of market conventions related to the calculation of Term SOFR and Compounded SOFR and whether either alternative reference rate is a suitable replacement or successor for three-month U.S. dollar LIBOR may adversely affect the value of and return on the notes.

The additional alternative rates referenced in the definition of "Benchmark Replacement" set forth below under "Specific Terms of the Notes- Interest on the Notes during the Floating Rate Period-Effect of Benchmark Transition Event and Related Benchmark Replacement Date" also are uncertain. In particular, the ISDA Fallback Rate, which is the rate referenced in the ISDA Definitions at the time of a Benchmark Transition Event and related Benchmark Replacement Date, has not been established as of the date of this pricing supplement. Even after the ISDA Fallback Rate is initially determined, ISDA Definitions and the ISDA Fallback Rate may change over time. If each alternative rate referenced in the definition of "Benchmark Replacement" below is unavailable or indeterminable, we or the calculation agent (after consulting with us) will determine the Benchmark Replacement that will apply to the notes during the Floating Rate Period. The substitution of a Benchmark Replacement for three-month U.S. dollar LIBOR may adversely affect the value of and return on the notes.

In addition, the benchmark transition provisions provide for a Benchmark Replacement Adjustment to be added to the Unadjusted Benchmark Replacement in order to make the Unadjusted Benchmark Replacement more comparable to three-month U.S. dollar LIBOR. However, such adjustment will not necessarily make the Unadjusted Benchmark Replacement equivalent to three-month U.S. dollar LIBOR. In particular, the Benchmark Replacement Adjustment may be a one-time adjustment, so such adjustment above the applicable Unadjusted Benchmark Rate Replacement may not respond to changes in unsecured bank credit risk or other market conditions on a periodic basis.

The rate of interest on the notes during the Floating Rate Period may be determined by reference to a Benchmark Replacement even if three- month U.S. dollar LIBOR continues to be published.

If a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR, the rate of interest on the notes during the Floating Rate Period will thereafter be determined by reference to the Benchmark Replacement. A Benchmark Transition Event includes, among other things, a public statement or publication of information by the regulatory supervisor for the administrator of three-month U.S. dollar LIBOR announcing that three-month U.S. dollar LIBOR is no longer representative. The rate of interest on the notes may therefore cease to be determined by reference to three-month U.S. dollar LIBOR, and instead be determined by reference to the Benchmark Replacement, even if three-month U.S. dollar LIBOR continues to be published. Such rate may be lower than three-month U.S. dollar LIBOR for so long as three-month U.S. dollar LIBOR continues to be published, and the value of and return on the notes may be adversely affected.

We or the calculation agent (after consulting with us) will make determinations with respect to the notes that could affect the value of and return on the notes.

We or the calculation agent (after consulting with us) will make certain determinations with respect to the notes as further described in this pricing supplement that may adversely affect the value of and return on the

PS-3

Table of Contents

notes. In particular, if a Benchmark Transition Event and related Benchmark Replacement Date occur, we or the calculation agent (after consulting with us) will determine the Benchmark Replacement and the Benchmark Replacement Adjustment and can make Benchmark Replacement Conforming Changes in connection with the implementation of the applicable Benchmark Replacement as described below under "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period-Effect of Benchmark Transition Event and Related Benchmark Replacement Date." Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as with respect to the Benchmark Replacement or the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by us or the calculation agent pursuant to the benchmark transition provisions set forth in this pricing supplement will, if made by us, be made in our sole discretion and, if made by the calculation agent, be made after consulting with us and, in each case, will become effective without consent from the holders of the notes or any other party. In addition, we may designate an entity to make any determination, decision or election that we have the right to make in connection with the benchmark transition provisions set forth in this pricing supplement. The calculation agent or any other designee that we may appoint in connection with these determinations may be our affiliate. When performing such functions, potential conflicts of interest may exist between us, our designee or the calculation agent and holders of the notes. All determinations by us, in our sole discretion, or the calculation agent, after consulting with us, will be conclusive for all purposes and binding on us and holders of the notes absent manifest error. In making these potentially subjective determinations, we, our designee or the calculation agent may have economic interests that are adverse to your interests, and such determinations may adversely affect the value of and return on the notes. Because the continuation of three-month U.S. dollar LIBOR on the current basis cannot and will not be guaranteed, and because the Benchmark Replacement is uncertain, we or the calculation agent is likely to exercise more discretion in respect of calculating interest payable on the notes during the Floating Rate Period than would be the case in the absence of a Benchmark Transition Event and related Benchmark Replacement Date.

Interest on the notes during the Floating Rate Period will be calculated using alternative methods if three-month U.S. dollar LIBOR is not quoted on a particular day and a Benchmark Transition Event and related Benchmark Replacement Date have not occurred.

Under the terms of the notes, interest on the notes during the Floating Rate Period initially is based on three-month U.S. dollar LIBOR. If three-month U.S. dollar LIBOR is not quoted on the Reuters screen page as described in this pricing supplement on a relevant Interest Determination Date (but a Benchmark Transition Event and related Benchmark Replacement Date have not occurred), such rate will be determined using the applicable alternative method described below under the heading "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period-Three-Month U.S. Dollar LIBOR." In such case, the final alternative method for determining such rate is to use three-month U.S. dollar LIBOR as in effect for the then-current interest period or, in the case of the first interest period during the Floating Rate Period for the notes, the most recent rate that could have been determined in accordance with the first sentence of the first paragraph under the heading "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period-Three-Month U.S. Dollar LIBOR" in this pricing supplement had the interest rate been a floating rate during the Fixed Rate Period.

We or our affiliates may publish research that could affect the market value of the notes.

We or one or more of our affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally, or the LIBOR transition or SOFR specifically. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.

PS-4

Table of Contents

Additional Risk Factors Relating to the Secured Overnight Financing Rate

Under the benchmark transition provisions set forth under "Specific Terms of the Notes-Interest on the Notes during the Floating Rate Period- Effect of Benchmark Transition Event and Related Benchmark Replacement Date" below, if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR and we or the calculation agent (after consulting with us) cannot determine the Interpolated Benchmark with respect to three-month U.S. dollar LIBOR, then the rate of interest on the notes during the Floating Rate Period will be determined based on SOFR unless a Benchmark Transition Event and related Benchmark Replacement Date also occur with respect to the Benchmark Replacements based on SOFR, in which case the rate of interest on the notes during the Floating Rate Period will be based on the next-available Benchmark Replacement. In the following discussion of risks relating to SOFR, references to the notes mean the notes at any time when the rate of interest on such notes is or will be determined based on SOFR.

The composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR, and SOFR is not expected to be a comparable replacement for U.S. dollar LIBOR.

In June 2017, the Federal Reserve Bank of New York's Alternative Reference Rates Committee (the "ARRC") announced SOFR as its recommended alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions and is not the economic equivalent of U.S. dollar LIBOR. While SOFR is a secured rate, U.S. dollar LIBOR is an unsecured rate. And, while SOFR is currently only an overnight rate, U.S. dollar LIBOR is a forward-looking rate that represents interbank funding for a specified term.

As a result, there can be no assurance that SOFR will perform in the same way as U.S. dollar LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. For the same reasons, SOFR is not expected to be a comparable replacement for U.S. dollar LIBOR.

SOFR has a very limited history, and the future performance of SOFR cannot be predicted based on historical performance.

The publication of SOFR began in April 2018, and, therefore, it has a very limited history. In addition, the future performance of SOFR cannot be predicted based on the limited historical performance. Levels of SOFR during the Floating Rate Period following the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date may bear little or no relation to the historical actual or historical indicative data. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical data have been released by the Federal Reserve Bank of New York (the "FRBNY"), such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR may be inferred from any of the historical actual or historical indicative data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR.

SOFR may be more volatile than other benchmark or market rates.

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as three-month U.S. dollar LIBOR, during corresponding periods, and SOFR during the Floating Rate Period may bear little or no relation to the historical actual or historical indicative data. In addition, although changes in Term SOFR and Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the notes may fluctuate more than floating rate securities that are linked to less volatile rates.

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 21 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 October 2019 15:50:08 UTC

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