8-KOther EventsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Corporate Update (May 13, 2019)

Filed May 13, 2019For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) announced a reorganization of its U.S. brokerage operations, effective May 13, 2019. The institutional services previously handled by Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) will now be managed by a new legal entity, BofA Securities, Inc. This restructuring separates institutional services, which will be conducted by BofA Securities, from retail broker-dealer services, which will continue to be provided by MLPF&S. This move primarily impacts how BAC and its subsidiary BofA Finance LLC issue and sell their Medium-Term Notes and InterNotes® programs. BofA Securities will assume the roles previously held by MLPF&S as an underwriter, selling agent, or other agent in these programs, as well as in other securities offerings not requiring full registration under the Securities Act of 1933. Investors should note that the proceeds from these offerings will continue to be received by BAC or BofA Finance, as applicable.

Key Highlights

  • 1Reorganization of U.S. brokerage operations effective May 13, 2019.
  • 2Institutional services previously under MLPF&S now transferred to BofA Securities, Inc.
  • 3Retail broker-dealer services remain with MLPF&S.
  • 4BofA Securities will now act as underwriter and agent for BAC and BofA Finance's Medium-Term Note and InterNotes® programs.
  • 5Assignment and Assumption Agreement filed as an exhibit detailing the transfer of rights and obligations.
  • 6BofA Securities is a registered broker-dealer and FINRA member.
  • 7Net proceeds from securities offerings will continue to go to BAC or BofA Finance, respectively.

Frequently Asked Questions

The primary change is the reorganization of Bank of America's U.S. brokerage operations. Institutional brokerage services, previously handled by Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), are now being conducted by a separate legal entity, BofA Securities, Inc. Retail brokerage services will continue to be offered by MLPF&S.

BofA Securities, Inc. will now assume the role of selling agent or underwriter for Bank of America Corporation's (BAC) and BofA Finance LLC's Medium-Term Notes (Series N and Series A) and InterNotes® programs. This means BofA Securities will manage the offering and sale of these debt securities going forward.

The net proceeds from any offering of securities in which BofA Securities participates as an underwriter, dealer, or agent will be received by Bank of America Corporation (BAC) if it's BAC's securities, or by BofA Finance LLC if it's BofA Finance's securities. The reorganization does not change where the proceeds are directed.

BofA Securities, Inc. was formed on September 1, 2015, and has been a registered broker-dealer with the SEC and a FINRA member since January 2018. While it's a distinct legal entity taking on new responsibilities in this reorganization, it has been established and operational within Bank of America's structure for some time.