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 EURO STOXX 50® Index
- Approximate 6 year term if not called prior to maturity.
- Payments on the Notes will depend on the performance of the EURO STOXX 50® Index (the "Underlying").
- Contingent coupon rate of 6.85% per annum (1.7125% per quarter) payable quarterly if the closing level of the Underlying on the applicable Observation Date is greater than or equal to 75% of the Starting Value.
- Beginning in November 2020, automatically callable quarterly for an amount equal to the principal amount plus the relevant contingent coupon if the closing level of the Underlying is greater than or equal to the Starting Value on any Observation Date (other than the final Observation Date).
- Assuming the Notes are not called prior to maturity, if the Underlying declines by more than 25% from the 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 the Underlying on the final Observation Date is greater than or equal to 75% of the 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 November 7, 2019, expected to issue on November 13, 2019 and expected to mature on November 12, 2025.
- The Notes will not be listed on any securities exchange.
- CUSIP No. 09709TXA4.
The initial estimated value of the Notes as of the pricing date is expected to be between $965 and $985 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-9 of this pricing supplement and "Structuring the Notes" on page PS-18 of this pricing supplement for additional information.
Potential purchasers of the Notes should consider the information in "Risk Factors" beginning on page PS- 9 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-26) 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 | $7.50 | $992.50 |
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 $992.50 per Note.
The Notes and the related guarantee:
Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
BofA Securities
Selling Agent
Contingent Income Auto-Callable Yield Notes Linked to the EURO STOXX 50® Index
Terms of the Notes
The Contingent Income Auto-Callable Yield Notes Linked to the EURO STOXX 50® Index (the "Notes") provide a quarterly Contingent Coupon Payment of $17.125 on the applicable Contingent Payment Date if, on any quarterly Observation Date, the Observation Value of the Underlying is greater than or equal to the Coupon Barrier. Beginning in November 2020, if the Observation Value of the Underlying is greater than or equal to the 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 Underlying declines by more than 25% from the Starting Value, there is full exposure to declines in the 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 the Underlying on the final Observation Date is greater than or equal to the 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 Underlying, 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 6 years, unless previously automatically called. |
Underlying: | The EURO STOXX 50® Index (Bloomberg symbol: "SX5E"), a price return index. |
Pricing Date*: | November 7, 2019 |
Issue Date*: | November 13, 2019 |
Valuation Date*: | November 7, 2025, 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*: | November 12, 2025 |
Starting Value: | The closing level of the Underlying on the pricing date. |
Observation Value: | The closing level of the Underlying on the applicable Observation Date. |
Ending Value: | The closing level of the Underlying on the Valuation Date, as determined by the calculation agent. |
Coupon Barrier: | 75% of the Starting Value. |
Threshold Value: | 75% of the Starting Value. |
Contingent Coupon Payment: | If, on any quarterly Observation Date, the Observation Value of the Underlying is greater than or equal to the Coupon Barrier, we will |
pay a Contingent Coupon Payment of $17.125 per $1,000 in principal amount of Notes (equal to a rate of 1.7125% per quarter or 6.85% | |
per annum) on the applicable Contingent Payment Date (including the Maturity Date). | |
Automatic Call: | Beginning in November 2020, all (but not less than all) of the Notes will be automatically called if the Observation Value of the |
Underlying is greater than or equal to the 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 Amount: | For each $1,000 in principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment. |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-2 | |
Contingent Income Auto-Callable Yield Notes Linked to the EURO STOXX 50® Index
Redemption Amount:
Observation Dates*:
Contingent Payment Dates*:
Calculation Agent:
Selling Agent:
CUSIP:
Underlying Return:
Events of Default and
Acceleration:
*Subject to change
If the Notes have not been automatically called prior to maturity, the Redemption Amount per $1,000 in principal amount of Notes will be:
- If the Ending Value is greater than or equal to the Threshold Value:
$1,000; or
- If the Ending Value is less than the Threshold Value:
$1,000 + ($1,000 x the Underlying Return). In this case, the Redemption Amount will be less than 75% of the principal amount and could be zero.
As set forth on page PS-4.
As set forth on page PS-4.
BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
BofAS 09709TXA4
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 "-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 level of the Underlying 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.
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-3
Contingent Income Auto-Callable Yield Notes Linked to the EURO STOXX 50® Index
Observation Dates and Contingent Payment Dates
Observation Dates* | Contingent Payment | |
Dates** | ||
February 7, 2020
May 7, 2020
August 7, 2020
November 9, 2020
February 8, 2021
May 7, 2021
August 9, 2021
November 8, 2021
February 7, 2022
May 9, 2022
August 8, 2022
November 7, 2022
February 7, 2023
May 8, 2023
August 7, 2023
November 7, 2023
February 7, 2024
May 7, 2024
August 7, 2024
November 7, 2024
February 7, 2025
May 7, 2025
August 7, 2025
November 7, 2025 (the "Valuation
Date")
February 12, 2020
May 12, 2020
August 12, 2020
November 12, 2020
February 11, 2021
May 12, 2021
August 12, 2021
November 11, 2021
February 10, 2022
May 12, 2022
August 11, 2022
November 10, 2022
February 10, 2023
May 11, 2023
August 10, 2023
November 10, 2023
February 12, 2024
May 10, 2024
August 12, 2024
November 12, 2024
February 12, 2025
May 12, 2025
August 12, 2025
November 12, 2025 (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 Underlying. 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"
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-4
Contingent Income Auto-Callable Yield Notes Linked to the EURO STOXX 50® Index
beginning on page PS-9), 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-9 and "Structuring the Notes" on page PS-18.
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-5
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