Bank of America Corporation Announces Expiration and Results of Cash Tender Offers by BofA Securities Inc. for Certain Outstanding Depositary Shares of Bank of America Corporation
PR Newswire
CHARLOTTE, N.C.
,
Dec. 12, 2022
/PRNewswire/ — Bank of America Corporation (”
Bank of America
“) (NYSE: BAC) today announces the expiration and results of the previously announced tender offers (each an ”
Offer
,” and collectively, the ”
Offers
“) by BofA Securities, Inc. (”
BofA Securities
“), a wholly owned, indirect subsidiary of Bank of America, to purchase for cash up to
$1.5 billion
in aggregate Liquidation Preference (as defined below) (such amount, the ”
Maximum Aggregate Purchase Amount
“) of outstanding Depositary Shares, representing fractional interests in series of Bank of America preferred stock (such depositary shares, collectively, the ”
Depositary Shares
,” and such depositary shares representing a specific series of such preferred stock, a ”
series
” of Depositary Shares), listed in the table below, upon the terms and subject to the conditions set forth in BofA Securities’ Offer to Purchase, dated November 10, 2022 (as amended and supplemented as set forth in Amendment No. 1 to the Tender Offer Statement on Schedule TO referenced below, the ”
Offer to Purchase
“) and the accompanying Letter of Transmittal (together with the Offer to Purchase, the ”
Offer Documents
“). Each Offer expired one minute after
11:59 p.m.
,
New York City
time, on
December 9, 2022
(the ”
Expiration Date
“). The table below sets forth the aggregate Liquidation Preference of Depositary Shares of each series validly tendered and not validly withdrawn as of the Expiration Date, according to information provided by the Tender Agent. The aggregate Liquidation Preference validly tendered in the Offers is less than the Maximum Aggregate Purchase Amount. In addition, the aggregate Liquidation Preference of each series validly tendered in the Offers does not exceed the Series Cap for such series specified in the table below, as applicable. As a result, BofA Securities will accept for purchase all validly tendered and not validly withdrawn Depositary Shares.
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___________________
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Information with respect to the Total Consideration payable for Depositary Shares purchased in the Offers is set forth in the table above. The Total Consideration payable for each Depositary Share of a series purchased in the Offers consists of the applicable Offer Price and, if applicable, Accrued Dividends. The aggregate Total Consideration, including Accrued Dividends, if applicable, payable by BofA Securities for the Depositary Shares to be accepted for purchase is approximately
$661.5 million
. BofA Securities expects that the settlement date for each of the Offers will be
December 13, 2022
(the ”
Settlement Date
“).
Holders may obtain copies of the Offer Documents at the website of the Securities and Exchange Commission (”
SEC
“) at
www.sec.gov
as exhibits to the Tender Offer Statement on Schedule TO, initially filed by Bank of America with the SEC on
November 10, 2022
, as amended on
November 28, 2022
and on the date hereof.
D.F. King & Co., Inc. is acting as the Tender Agent and the Information Agent for the Offers. Questions or requests for assistance related to the Offers or for copies of the Offer Documents may be directed to D.F. King & Co., Inc. at (800) 713-9960 or by email at
[email protected].
Any questions concerning the terms of the Offers should be directed to BofA Securities at (980) 683-3215, or toll-free at (888) 292-0070, or by email at
[email protected].
You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
General
This news release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any Depositary Shares or any other securities of BofA Securities, Bank of America or any of their respective subsidiaries. The Offers are being made solely pursuant to the Offer Documents. None of BofA Securities, Bank of America, their respective Boards of Directors, the Tender Agent or the Information Agent makes any recommendation as to whether you should tender your Depositary Shares in the Offers and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Depositary Shares, and, if so, the Liquidation Preference of their Depositary Shares to tender. Please refer to the Offer Documents for a description of terms, conditions, disclaimers and other information applicable to the Offers.
Neither BofA Securities nor Bank of America is aware of any jurisdiction in which the holders of the Depositary Shares are located where the making of the Offer is not in compliance with applicable law. If BofA Securities becomes aware of any jurisdiction where the making of the Offer is not in compliance with applicable law, BofA Securities will make a good faith effort to comply with the applicable law. If, after such good faith effort, BofA Securities cannot comply with the applicable law, BofA Securities will not make the Offer to the holders of Depositary Shares in that jurisdiction, provided that BofA Securities will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934. BofA Securities is not disseminating the Offer Documents in any jurisdictions outside
the United States
where such dissemination is not permitted under applicable law.
Forward-Looking Statements
Certain statements contained in this news release may constitute forward-looking statements. These forward-looking statements represent the current expectations, plans or forecasts of Bank of America or BofA Securities based on available information. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements often use words like “expects,” “anticipates,” “believes,” “estimates,” “targets,” “intends,” “plans,” “predict,” “goal” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements speak only as of the date they are made, and, except as required by the U.S. federal securities laws, Bank of America and BofA Securities undertake no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.
These statements are not guarantees of future results or performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and are often beyond the control of Bank of America or BofA Securities. Actual outcomes and results may differ materially from those expressed in, or implied by, any forward-looking statements due to a variety of factors. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks discussed under Item 1A. “Risk Factors” of Bank of America’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021
and in any of Bank of America’s other subsequent Securities and Exchange Commission filings.
Bank of America
Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in
the United States
, serving approximately 68 million consumer and small business clients with approximately 3,900 retail financial centers, approximately 16,000 ATMs and award-winning digital banking with approximately 56 million verified digital users. Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 3 million small business households through a suite of innovative, easy-to-use online products and services. The company serves clients through operations across
the United States
, its territories and approximately 35 countries. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.
For more Bank of America news, visit the
Bank of America newsroom
and
register for news email alerts
.
Investors May Contact:
Lee McEntire
, Bank of America
Phone: 1.980.388.6780
[email protected]
Jonathan G. Blum
, Bank of America (Fixed Income)
Phone: 1.212.449.3112
[email protected]
Reporters May Contact:
Bill Halldin
, Bank of America
Phone: 1.916.724.0093
[email protected]
Christopher P. Feeney
, Bank of America
Phone: 1.980.386.6794
[email protected]
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SOURCE Bank of America Corporation