New Issue: Bank of America sells $5.5 billion of fixed-to-floating-rate notes in three parts

By Cristal Cody

Chicago, March 9 – Bank of America Corp. sold $5.5 billion of fixed-to-floating-rate notes (A2/A-/A+) in three tranches on Monday, according to multiple FWP filings with the Securities and Exchange Commission.

The first tranche, $2.5 billion of notes due March 11, 2027, starts with a 1.658% coupon. The coupon converts a floating rate of SOFR plus 91 basis points on March 11, 2026. The notes priced at par, with a spread of Treasuries plus 80 bps. Talk was for a spread in the Treasuries plus 100 bps area.

There is a make-whole call that starts six months after the issue date at Treasuries plus 15 bps. The first tranche can be redeemed at par, plus interest, either on March 11, 2026 or at any time on or after Feb. 8, 2027.

The second tranche consists of $2 billion of notes due March 11, 2032. The fixed rate is initially 2.651% and converts to a floating rate of SOFR plus 122 bps on March 11, 2031. Pricing was at par with a spread of Treasuries plus 105 bps, whereas talk has the notes coming in the Treasuries plus 125 bps area.

The notes have a make-whole redemption from Sept. 11, 2021 through March 11, 2031 at Treasuries plus 20 bps. The notes can be called at par plus interest on March 11, 2031 or at any time after Feb. 9, 2032.

Additionally, BofA sold $1 billion of notes due March 13, 2052. Also fixed-to-floating-rate notes, the coupon is initially 3.483% and converts to SOFR plus 165 bps after March 13, 2051. Sold at par, the notes come with a spread of Treasuries plus 115 bps. Talk had the tranche coming in the Treasuries plus 135 bps area.

The notes have a make-whole optional redemption starting Sept. 11, 2021 through March 13, 2051 at Treasuries plus 20 bps. The notes can be called at par plus interest on March 13, 2051 or after Feb. 9, 2052.

BofA Securities, Inc. is the lead manager and bookrunner.

The financial services company is based in Charlotte, N.C.

Issuer:	Bank of America Corp.
Issue:	Fixed-to-floating-rate notes
Amount:	$5.5 billion
Bookrunner:	BofA Securities Inc.
Co-managers:	ABN AMRO Securities (USA) LLC, Academy Securities, Inc., ANZ Securities, Inc., Banco de Sabadell, SA, BMO Capital Markets Corp., CastleOak Securities, LP, CIBC World Markets Corp., Citizens Capital Markets, Inc., Commonwealth Bank of Australia, Danske Markets Inc., HSBC Securities (USA) Inc., Huntington Securities, Inc., ING Financial Markets LLC, Intesa Sanpaolo SpA, KeyBanc Capital Markets Inc., Mischler Financial Group, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., nabSecurities, LLC, NatWest Markets Securities Inc., Nordea Bank Abp, PNC Capital Markets LLC, Samuel A. Ramirez & Co., Inc., Santander Investment Securities Inc., Siebert Williams Shank & Co., LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Telsey Advisory Group LLC, U.S. Bancorp Investments, Inc., UBS Securities LLC, Westpac Capital Markets LLC
Pricing date:	March 8
Settlement date:	March 11
Ratings:	Moody’s: A2
	S&P: A-
	Fitch: A+
Distribution:	SEC registered
2027 notes
Amount:	$2.5 billion
Maturity:	March 11, 2027
Coupon:	1.658% initial rate; converts to SOFR plus 91 bps after March 11, 2026
Price:	Par
Yield:	1.658%
Spread:	Treasuries plus 80 bps
Call:	Make-whole call at Treasuries plus 15 bps from Sept. 11, 2021 to March 11, 2027; at par on March 11, 2026 or after Feb. 8, 2027
Price talk:	Treasuries plus 100 bps
2032 notes
Amount:	$2 billion
Maturity:	March 11, 2032
Coupon:	2.651% initial rate, converts to SOFR plus 122 bps on March 11, 2031
Price:	Par
Yield:	2.651%
Spread:	Treasuries plus 105 bps
Call:	Make-whole call at Treasuries plus 20 bps from Sept. 11, 2021 to March 11, 2031; par call on March 11, 2031 or after Feb. 9, 2032
Price talk:	Treasuries plus 125 bps
2052 notes
Amount:	$1 billion
Maturity:	March 13, 2052
Coupon:	3.483% initial rate; converts to SOFR plus 165 bps after March 13, 2051
Price:	Par
Yield:	3.483%
Spread:	Treasuries plus 115 bps
Call:	Make-whole call at Treasuries plus 20 bps from Sept. 11, 2021 to March 13, 2051; par call on March 13, 2051 or after Feb. 9, 2052
Price talk:	Treasuries plus 135 bps

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