Bank of America prices, gives early tally of exchange for 20 series

By Marisa Wong

Morgantown, W.Va., Dec. 18 – Bank of America Corp. announced the pricing terms for its private exchange offers for 20 series of senior notes. Pricing was set at 11 a.m. ET on Dec. 18.

In an earlier update on Monday, the issuer gave the results of the private exchange offers as of the early participation deadline at 5 p.m. ET on Dec. 15.

The exchange began on Dec. 4 and will continue until 11:59 p.m. ET on Jan. 4.

First offer category

In the first category of exchange offers, the company is offering to exchange nine existing series of notes for up to a maximum amount of new fixed-to-floating rate senior notes due December 2023.

In exchange for the fixed-to-floaters, holders had tendered as of the early deadline the following amounts of notes, listed in order of acceptance priority level and with the applicable total exchange consideration for each $1,000 principal amount:

• $1,601,465,000 of the $2,864,165,000 7.625% notes due June 2019, with pricing based on the 1.25% Treasury due May 31, 2019 plus 20 basis points for a total exchange value of $1,079.80;

• $1,752,200,000 of the $3 billion 5.625% notes due July 2020, with pricing based on the 1.625% Treasury due June 30, 2020 plus 25 bps for a total exchange value of $1,085.26;

• $768.53 million of the $1.5 billion 5.875% notes due January 2021, with pricing based on the 1.75% Treasury due Dec. 31, 2020 plus 30 bps for a total exchange value of $1,105.58;

• $1,764,189,000 of the $3.75 billion 2.6% notes due January 2019, with pricing based on the 1.125% Treasury due Jan. 15, 2019 plus 10 bps for a total exchange value of $1,007.72;

• $884,027,000 of the $2.5 billion 2.65% notes due April 2019, with pricing based on the 1.25% Treasury due March 31, 2019 plus 10 bps for a total exchange value of $1,009.45;

• $2,500,818,000 of the $5.5 billion 6.875% notes due April 2018, with pricing based on the 0.75% Treasury due April 15, 2018 plus 5 bps for a total exchange value of $1,018.80;

• $1,350,050,000 of the $4 billion 5.65% notes due May 2018, with pricing based on the 0.75% Treasury due April 30, 2018 plus 5 bps for a total exchange value of $1,015.11;

• $177,099,000 of the $1,031,000,00 6.875% notes due November 2018, with pricing based on the 1.25% Treasury due Nov. 15, 2018 plus 5 bps for a total exchange value of $1,045.37; and

• $50,421,000 of the $646.55 million 6.5% notes due July 2018, with pricing based on the 0.875% Treasury due July 15, 2018 plus 5 bps for a total exchange value of $1,027.62.

Second offer category

In the second category of exchange offers, the company is offering to exchange 11 series of notes for up to a maximum amount of new fixed-to-floating rate senior notes due December 2028.

The early tenders are as follows, with the notes listed in order of acceptance priority level and with the total exchange consideration for each $1,000 principal amount:

• $1,123,188,000 of the $2.25 billion 5.7% notes due January 2022, with pricing based on the 2% Treasury due Nov. 30, 2022 plus 25 bps for a total exchange value of $1,127.77;

• $1,029,265,000 of the $2 billion 5% notes due May 2021, with pricing based on the 2% Treasury due Nov. 30, 2022 plus 15 bps for a total exchange value of $1,087.59;

• $25,016,000 of the $250 million 6.75% notes due June 2028, with pricing based on the 2.25% Treasury due Nov. 15, 2027 plus 125 bps for a total exchange value of $1,270.34;

• $1,707,182,000 of the $3.5 billion 3.875% notes due August 2025, with pricing based on the 2.25% Treasury due Nov. 15, 2027 plus 72 bps for a total exchange value of $1,052.94;

• $995,308,000 of the $1.5 billion 4.875% notes due April 2044, with pricing based on the 2.75% Treasury due Aug. 15, 2047 plus 85 bps for a total exchange value of $1,221.06;

• $80,502,000 of the $100 million 6.05% notes due June 2034, with pricing based on the 2.75% Treasury due Aug. 15, 2047 plus 140 bps for a total exchange value of $1,228.75;

• $969,136,000 of the $2.75 billion 4% notes due April 2024, with pricing based on the 2.25% Treasury due Nov. 15, 2027 plus 58 bps for a total exchange value of $1,059.82;

• $819,784,000 of the $2 billion 4.1% notes due July 2023, with pricing based on the 2% Treasury due Nov. 30, 2022 plus 76 bps for a total exchange value of $1,060.79;

• $962,794,000 of the $2.5 billion 4.125% notes due January 2024, with pricing based on the 2.25% Treasury due Nov. 15, 2027 plus 54 bps for a total exchange value of $1,067.39;

• $1,193,254,000 of the $2 billion 5% notes due January 2044, with pricing based on the 2.75% Treasury due Aug. 15, 2047 plus 92 bps for a total exchange value of $1,227.60; and

• $135.96 million of the $1.5 billion 5.875% notes due February 2042, with pricing based on the 2.75% Treasury due Aug. 15, 2047 plus 110 bps for a total exchange value of $1,321.84.

New notes

The fixed rate will be 3.004% for the new notes due 2023 and 3.419% for the new notes due 2028. During the floating-rate period, the 2023 notes will bear interest at Libor plus 79 bps and the 2028 notes at Libor plus 104 bps.

The principal amount of new notes due 2023 and new notes due 2028 issuable in all of the exchange offers is initially limited to $4 billion, and the principal amount of new notes issuable in each category of exchange offers is initially limited to $2 billion. However, the company plans to increase these limits to the extent necessary to allow the acceptance of all notes tendered by the early participation date up to an overall new notes limit of $12 billion and a new notes limit for each category of exchange offers of $6 billion.

Holders who tendered by the early participation date will receive the total exchange value, which includes an early premium of $50 principal amount of new notes for each $1,000 principal amount of notes exchanged. Those who tender after the early deadline will receive the base exchange amount, which excludes the early premium.

The company will also pay accrued interest in cash.

The early settlement date is expected to be Dec. 20, and the final settlement date is expected to be Jan. 8.

The exchange is contingent on the issue of at least $1 billion of each series of new notes in the exchange offers.

The information agent is D.F. King & Co., Inc. (866 342-4881, 212 269-5550, bac@dfking.com or http://www.dfking.com/bac).

Bank of America is a financial services company based in Charlotte, N.C.

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