8-KOther EventsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Corporate Update (Mar 31, 2023)

Filed March 31, 2023For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

Bank of America Corporation (BAC) has announced a significant transition for a portion of its outstanding debt and preferred stock, moving away from the soon-to-be-discontinued U.S. dollar LIBOR. Effective after June 30, 2023, the company will replace LIBOR with CME Term SOFR, plus an applicable spread, as the new reference rate for specific floating rate and fixed-to-floating rate debt securities, preferred stock, and trust preferred securities. This transition applies to securities governed by New York or Delaware law and issued by BAC, BofA Finance LLC, and certain other affiliated entities.

Key Highlights

  • 1Bank of America is transitioning away from U.S. dollar LIBOR for certain debt and preferred securities.
  • 2The replacement reference rate will be CME Term SOFR plus an applicable spread.
  • 3The transition is scheduled to take effect after June 30, 2023.
  • 4This change impacts floating rate and fixed-to-floating rate debt securities, preferred stock, and trust preferred securities.
  • 5The affected securities are those governed by New York or Delaware law.
  • 6BAC has issued a press release detailing the specific securities and CUSIP numbers affected by this rate replacement.

Frequently Asked Questions

The primary purpose of this filing is to inform investors about Bank of America's plan to transition certain outstanding debt and preferred securities away from U.S. dollar LIBOR to a new reference rate, CME Term SOFR, effective after June 30, 2023.

The affected securities include certain outstanding floating rate and fixed-to-floating rate debt securities, preferred stock represented by depositary shares, and trust preferred securities issued by Bank of America, BofA Finance LLC, and certain other BAC-affiliated issuers, specifically those governed by New York or Delaware law.

The new reference rate will be CME Term SOFR, plus the applicable spread.

Investors can find a list of the affected securities, including their CUSIP numbers, within the press release issued by Bank of America on March 31, 2023, which is attached as Exhibit 99 to this 8-K filing.