BANK OF AMERICA CORPORATION 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.
Linked to the Least Performing of the S&P 500 ® Index and the Dow Jones Industrial Average ®
- Approximate 5 year term if not called prior to maturity.
- Payments on the Notes will depend on the individual performance of the S&P 500® Index and the Dow Jones Industrial Average® (each an "Underlying").
- Contingent coupon rate of 4.00% per annum (1.00% per quarter) payable quarterly if the closing level of each Underlying on the applicable Observation Date is greater than or equal to 50% of its Starting Value.
- Beginning in April 2020, automatically callable quarterly for an amount equal to the principal amount plus the relevant contingent coupon if the closing level of each Underlying is greater than or equal to its Starting Value on any Observation Date (other than the final Observation Date).
- Assuming the Notes are not called prior to maturity, if either Underlying declines by more than 50% from its Starting Value, at maturity your investment will be subject to a 1:1 downside, with up to 100% of the principal at risk; otherwise, at maturity investors will receive the principal amount. At maturity the investor will also receive the final contingent coupon if the closing level of each Underlying on the final Observation Date is greater than or equal to 50% of its Starting Value.
- All payments on the Notes are subject to the credit risk of BofA Finance LLC ("BofA Finance") and Bank of America Corporation ("BAC" or the "Guarantor").
- The Notes are expected to price on October 17, 2019, expected to issue on October 22, 2019 and expected to mature on October 22, 2024.
- The Notes will not be listed on any securities exchange.
- CUSIP No. 09709TWH0.
The initial estimated value of the Notes as of the pricing date is expected to be between $960.00 and $980.00 per Note, which is less than the public offering price listed below. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See "Risk Factors" beginning on page PS-8of this pricing supplement and "Structuring the Notes" on page PS-20of this pricing supplement for additional information.
Potential purchasers of the Notes should consider the information in "Risk Factors" beginning on page PS-8 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.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined on page PS-25) is truthful or complete. Any representation to the contrary is a criminal offense.
Public offering price(1) | Underwriting discount(1) | Proceeds, before expenses, to BofA Finance | |
Per Note | $1,000.00 | $20.00 | $980.00 |
Total | $-- |
- Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $980.00 per Note.
The Notes and the related guarantee:
Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Selling Agent
®®
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the S&P 500 Index and Dow Jones Industrial Average
Terms of the Notes
The Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the S&P 500® Index and the Dow Jones Industrial Average® (the "Notes") provide a quarterly Contingent Coupon Payment of $10.00 on the applicable Contingent Payment Date if, on any quarterly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier.
Beginning in April 2020, if the Observation Value of each Underlying is greater than or equal to its Starting Value on any Observation Date (other than the final Observation Date), the Notes will be automatically called, in whole but not in part, at 100% of the principal amount, together with the relevant Contingent Coupon Payment. No further amounts will be payable following an Automatic Call. If the Notes are not automatically called prior to maturity and the Least Performing Underlying declines by more than 50% from its Starting Value, there is full exposure to declines in the Least Performing Underlying, and you will lose a significant portion or all of your investment in the Notes. Otherwise, at maturity you will receive the principal amount. At maturity you will also receive the final Contingent Coupon Payment if the Observation Value of each Underlying on the final Observation Date is greater than or equal to its Coupon Barrier. The Notes are not traditional debt securities and it is possible that the Notes will not pay any Contingent Coupon Payments, and you may lose a significant portion or all of your principal amount at maturity. Any payments on the Notes will be calculated based on $1,000 in principal amount of Notes and will depend on the performance of the Underlyings, subject to our and BAC's credit risk.
Issuer: | BofA Finance |
Guarantor: | BAC |
Denominations: | The Notes will be issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof. |
Term: | Approximately 5 years, unless previously automatically called. |
Underlyings: | The S&P 500® Index (the "SPX") (Bloomberg symbol: "SPX") and the Dow Jones Industrial Average® (the "INDU") (Bloomberg symbol: |
"INDU"), each a price return index. | |
Pricing Date*: | October 17, 2019 |
Issue Date*: | October 22, 2019 |
Valuation Date*: | October 17, 2024, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events |
Relating to Observation Dates" of the accompanying product supplement. If the Valuation Date is not a business day, the Valuation | |
Date will be postponed to the next business day. | |
Maturity Date*: | October 22, 2024 |
Starting Value: | With respect to each Underlying, its closing level on the pricing date. |
Observation Value: | With respect to each Underlying, its closing level on the applicable Observation Date. |
Ending Value: | With respect to each Underlying, its closing level on the Valuation Date, as determined by the calculation agent. |
Coupon Barrier: | With respect to each Underlying, 50% of its Starting Value. |
Threshold Value: | With respect to each Underlying, 50% of its Starting Value. |
Contingent Coupon | If, on any quarterly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will |
Payment: | pay a Contingent Coupon Payment of $10.00 per $1,000 in principal amount of Notes (equal to a rate of 1.00% per quarter or 4.00% |
per annum ) on the applicable Contingent Payment Date (including the Maturity Date). | |
Automatic Call: | Beginning in April 2020, all (but not less than all) of the Notes will be automatically called if the Observation Value ofeach Underlying |
is greater than or equal to its Starting Value on any Observation Date (other than the final Observation Date). If the Notes are | |
automatically called, the Early Redemption Amount will be paid on the applicable Contingent Payment Date. No further amounts will be | |
payable following an Automatic Call. | |
Early Redemption | For each $1,000 in principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment. |
Amount: | |
Redemption Amount: | If the Notes have not been automatically called prior to maturity, the Redemption Amount per $1,000 in principal amount of Notes will |
be: | |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS- 2 | |
® | ® | |
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the S&P 500 Index and Dow Jones Industrial Average | ||
a) If the Ending Value of the Least Performing Underlying is greater than or equal to its Threshold Value: | ||
$1,000; or | ||
b) If the Ending Value of the Least Performing Underlying is less than its Threshold Value: | ||
In this case, the Redemption Amount will be less than 50% of the principal amount and could be zero. | ||
The Redemption Amount will also include the final Contingent Coupon Payment if the Ending Value of the Least Performing | ||
Underlying is greater than or equal to its Coupon Barrier. | ||
Observation Dates*: | As set forth on page PS-4. | |
Contingent Payment | As set forth on page PS-4. | |
Dates*: | ||
Calculation Agent: | BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance. | |
Selling Agent: | BofAS | |
CUSIP: | 09709TWH0 | |
Underlying Return: | With respect to each Underlying, | |
Least Performing | The Underlying with the lowest Underlying Return. | |
Underlying: | ||
Events of Default and | If an Event of Default, as defined in the senior indenture and in the section entitled "Events of Default and Rights of Acceleration" | |
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 | ||
"-Redemption Amount" above, calculated as though the date of acceleration were the Maturity Date of the Notes and as though the | ||
Valuation Date were the third trading day prior to the date of acceleration. We will also determine whether the final Contingent Coupon | ||
Payment is payable based upon the levels of the Underlyings on the deemed Valuation Date; any such final Contingent Coupon | ||
Payment will be prorated by the calculation agent to reflect the length of the final contingent payment period. In case of a default in the | ||
payment of the Notes, whether at their maturity or upon acceleration, the Notes will not bear a default interest rate. | ||
*Subject to change. | ||
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS- 3 | ||
® | ® | |||
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the S&P 500 Index and Dow Jones Industrial Average | ||||
Observation Dates and Contingent Payment Dates | ||||
Observation Dates* | Contingent Payment Dates** | |||
January 17, 2020
April 17, 2020
July 17, 2020
October 19, 2020
January 19, 2021
April 19, 2021
July 19, 2021
October 18, 2021
January 18, 2022
April 18, 2022
July 18, 2022
October 17, 2022
January 17, 2023
April 17, 2023
July 17, 2023
October 17, 2023
January 17, 2024
April 17, 2024
July 17, 2024
October 17, 2024 (the "Valuation Date")
January 23, 2020
April 22, 2020
July 22, 2020
October 22, 2020
January 22, 2021
April 22, 2021
July 22, 2021
October 21, 2021
January 21, 2022
April 21, 2022
July 21, 2022
October 20, 2022
January 20, 2023
April 20, 2023
July 20, 2023
October 20, 2023
January 22, 2024
April 22, 2024
July 22, 2024
October 22, 2024 (the "Maturity Date")
- The Observation Dates are subject to postponement as set forth in "Description of the Notes-Certain Terms of the Notes-Events Relating to Observation Dates" on page PS-19 of the accompanying product supplement. If an Observation Date is not a business day, such Observation Date will be postponed to the next business day.
** Postponement of a quarterly Observation Date will not cause the postponement of the Contingent Payment Date relating to such Observation Date.
Any payments on the Notes depend on the credit risk of BofA Finance, as Issuer, and BAC, as Guarantor, and on the performance of the Underlyings. 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 BAC's affiliates enter 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 (see "Risk Factors" beginning on page PS-8), 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.
The initial estimated value range of the Notes as of the date of this pricing supplement is set forth on the cover page of this pricing supplement. 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-8 and "Structuring the Notes" on page PS-20.
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS- 4
®®
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the S&P 500 Index and Dow Jones Industrial Average
Contingent Coupon Payment and Redemption Amount Determination
On each Contingent Payment Date, you may receive a
Contingent Coupon Payment per $1,000 in principal amount of Notes determined as follows:
Assuming the Notes have not been automatically called,
on the Maturity Date, you will receive a cash payment per $1,000 in principal amount of Notes determined as follows:
All payments described above are subject to Issuer and Guarantor credit risk.
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS- 5
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