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Filed
Pursuant to Rule 424(b)(2) Registration
Statement No. 333-202354 (To Prospectus dated May 1, 2015,
Prospectus Supplement dated January 20, 2016 and Product Supplement
EQUITY INDICES CBN-1 dated February 1, 2016)
|
302,535 Units
$10
principal amount per unit
CUSIP
No. 06053Y645
|
Pricing Date
Settlement Date
Maturity Date |
March 23,
2016
March 31,
2016
April 7,
2017 |
|
|
|
|
|
Autocallable
Coupon Bearing Notes Linked to the S&P
500® Index
● Maturity
of approximately one year and one week,
if not called prior to maturity
● Automatic
call of the notes at
$10 per
unit plus
the applicable interest
payment if the Index is
flat or increases from the
Starting Value on the relevant Observation Date
● Interest
payable
quarterly at the rate of 6.50% per
year
● If
the notes are not called, no
participation in any increase in the level
of the Index,
and the Redemption Amount at maturity will not exceed the principal
amount per
unit plus
the final interest payment
● If
the notes are not called, 1-to-1
downside exposure to decreases in the Index,
with up to 100% of
your principal at risk
● All
payments are subject
to the credit risk of Bank of America Corporation
● Limited
secondary market liquidity, with no exchange listing
|
|
The
notes are being issued by Bank of America Corporation ("BAC"). There are
important differences between the notes and a conventional debt security,
including different investment risks and certain additional costs. See "Risk
Factors" beginning on page TS-7 of
this term sheet and beginning on page PS-7 of
product supplement EQUITY
INDICES CBN-1.
The
initial estimated value of the notes as of the pricing
date is $9.78 per
unit, which
is less than the public offering price listed below. See "Summary" on the
following page, "Risk Factors" beginning on page TS-7 of this term sheet
and "Structuring the Notes" on page TS-11 of this term sheet for additional
information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.
_________________________
None
of the Securities and Exchange Commission (the "SEC"), any state securities
commission, or any other regulatory body has approved or disapproved of these
securities or determined if this Note Prospectus (as defined below) is truthful
or complete. Any representation to the contrary is a criminal
offense.
_________________________
|
Per
Unit |
Total |
Public offering
price(1) |
$ 10.000 |
$ 3,025,350.00 |
Underwriting discount |
$ 0.125 |
$ 37,816.87 |
Proceeds, before
expenses, to BAC |
$ 9.875 |
$
2,987,533.13 |
(1) |
Plus
accrued interest from the scheduled settlement date, if settlement occurs
after that date. |
The
notes:
Are
Not FDIC Insured |
Are
Not Bank Guaranteed |
May
Lose Value |
Merrill
Lynch & Co.
March 23,
2016
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Summary
The Autocallable Coupon
Bearing Notes Linked to the S&P
500® Index,
due April 7, 2017 (the
"notes") are our senior unsecured debt securities. The
notes are not guaranteed or insured by the Federal Deposit Insurance Corporation
or secured by collateral. The
notes will rank equally with all of our other unsecured and unsubordinated debt.
Any payments due on the notes, including any repayment of principal, will be
subject to the credit risk of BAC. The
notes will pay quarterly interest payments. The notes will be automatically
called if the Observation
Level of the Market
Measure, which is the S&P
500® Index
(the "Index"),
is equal
to or greater than the Call Level (which will be equal to the Starting Value)
on any Observation
Date. If the notes are called, you will receive a payment equal to the principal
amount plus the applicable interest
payment. If not called, at maturity, you
will receive the
final interest payment regardless
of the performance of the Index. In addition, you
will receive the
principal amount if
the Ending Value of the Index is
at or above the Threshold Value (which
is equal to the Starting Value).
If the Ending Value is less than the Threshold Value, you
will lose all or a portion of the principal amount of your
notes. Payments
on the notes, including the amount you receive at maturity or
upon an automatic call,
will be calculated based on the $10 principal amount per
unit and will depend on the performance of the Index,
subject to our credit risk. See "Terms of the Notes" below.
The
economic terms of the notes (including the interest
rate)
are based on our internal funding rate, which is the rate we would pay to borrow
funds through the issuance of market-linked notes and the economic terms of
certain related hedging arrangements. Our internal funding rate is typically
lower than the rate we would pay when we issue conventional fixed or floating
rate debt securities. This difference in funding rate, as well as the
underwriting discount and the hedging related
charge described below, reduced the
economic terms of the notes to you and the initial estimated value of the notes
on the pricing date. Due to these factors, the public offering price you pay to
purchase the notes is greater
than the initial estimated value of the notes.
On
the cover page of this term sheet, we have provided the initial estimated value
for the notes. This initial estimated value was determined based on our
and our affiliates' pricing models, which take into consideration our internal
funding rate and the market prices for the hedging arrangements related to the
notes. The
notes are subject to an automatic call, and the initial estimated value is based
on an assumed tenor of the notes. For
more information about the initial estimated value and the structuring of the
notes, see "Structuring the Notes" on page TS-11.
Terms
of the Notes |
|
Issuer: |
Bank
of America Corporation ("BAC") |
Starting
Value: |
2,036.71 |
Principal
Amount: |
$10 per
unit |
Observation
Level: |
The
closing level
of the Index on
the applicable Observation
Date. |
Term: |
Approximately
one year and one week, if not called |
Observation
Dates: |
September 23,
2016 and December 16, 2016, subject
to postponement if a Market Disruption Event occurs,
as described on page PS-19 of
product supplement EQUITY
INDICES CBN-1. |
Market
Measure: |
The S&P
500® Index
(Bloomberg symbol: "SPX"),
a price return index. |
Call
Settlement Date: |
The
interest payment date immediately following the applicable Observation
Date, subject to postponement if the related Observation Date is
postponed,
as described on page PS-19 of
product supplement EQUITY
INDICES CBN-1. |
Interest
Rate: |
6.50% per
year |
Ending
Value: |
The
closing level of
the Index on
the Valuation
Date. |
Interest
Payment Dates: |
June 30,
2016, September 30,
2016, December 23,
2016,
and the maturity date. |
Threshold
Value: |
2,036.71
(100%
of the Starting Value) |
Automatic
Call: |
The
notes will be automatically called in whole, but not in part, on any
Observation Date if the Observation Level is greater than or equal to the
Call Level. |
Valuation
Date: |
March 31,
2017, subject
to postponement if a Market Disruption Event occurs, as described
beginning on page PS-19 of
product supplement EQUITY INDICES CBN-1. |
Call Amount: |
The
principal amount plus the applicable interest
payment. |
Fees
and Charges: |
The
underwriting discount of $0.125 per unit listed on the cover page and
the hedging
related charge of $0.05 per
unit described in "Structuring the Notes" on page TS-11. |
Call
Level: |
2,036.71
(100% of the Starting Value) |
Calculation
Agent: |
Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a
subsidiary of BAC. |
Autocallable
Coupon Bearing Notes |
TS-2 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Determining
Payment on the Notes
Automatic
Call Provision
The
notes will be called automatically on an Observation Date if
the Observation
Level on that Observation Date is equal to or greater than the Call Level.
If the notes are called, you will receive $10 per unit plus
the applicable interest
payment.
Redemption
Amount Determination
If
the notes are not automatically called, on the maturity date, in
addition to the
final interest payment, you
will receive a cash payment per unit determined as follows:
Autocallable
Coupon Bearing Notes |
TS-3 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
The
terms and risks of the notes are contained in this term sheet and in the
following:
These
documents (together, the "Note Prospectus") have been filed as part of a
registration statement with the SEC, which may, without cost, be accessed on the
SEC website as indicated above or obtained from MLPF&S by calling
1-800-294-1322.
Before
you invest, you should read the Note Prospectus, including this term sheet, for
information about us and this offering. Any prior or contemporaneous oral
statements and any other written materials you may have received are superseded
by the Note Prospectus. Capitalized terms used but not defined in this term
sheet have the meanings set forth in product supplement EQUITY
INDICES CBN-1.
Unless otherwise indicated or unless the context requires otherwise, all
references in this document to "we," "us," "our," or similar references are to
BAC.
Investor
Considerations
You
may wish to consider an investment in the notes if: |
The
notes may not be an appropriate investment for you
if: |
■ You
anticipate that the Observation Level on one or more Observation
Dates,
or the Ending Value on the Valuation
Date, will
be greater than or equal to the Starting Value.
■ You
seek interest payments on your investment.
■ You
accept that the maximum return on the notes is limited to the sum of the
quarterly interest payments, and that you will not participate in any
increases in the level
of the Index.
■ You
are willing to risk a loss of principal and return if the notes are not
automatically called and the Ending Value is below the Threshold
Value.
■ You
are willing to forgo dividends or other benefits of
owning the
stocks included in the Index.
■ You
are willing to accept a limited or
no market
for sales prior to maturity, and understand that the market prices for the
notes, if any, will be affected by various factors, including our actual
and perceived creditworthiness, our internal funding rate and fees and
charges on the notes.
■ You
are willing to assume our credit risk, as issuer of the notes, for all
payments under the notes, including the interest
payments
and the Call
Amount or the Redemption
Amount,
as applicable.
|
■ You
want to hold your notes for the full term.
■ You
believe that the notes will not be automatically called and the Ending
Value will be less than the Threshold Value.
■ You
anticipate that the level
of the Index will
increase and seek to participate in that increase.
■ You
seek principal repayment or preservation of capital.
■ In
addition to interest payments, you seek an additional return above the
principal amount.
■ You
seek to receive dividends or other distributions paid on
the stocks
included in the Index.
■ You
seek an investment for which there will be a liquid secondary
market.
■ You
are unwilling or are unable to take market risk on the notes or to take
our credit risk as issuer of the notes.
|
We
urge you to consult your investment, legal, tax, accounting, and other advisors
before you invest in the notes.
Autocallable
Coupon Bearing Notes |
TS-4 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Examples
of Hypothetical
Payments
The
following examples are for purposes of illustration only. They are based
on hypothetical values
and show hypothetical returns on
the notes. They
illustrate the calculation of the Call Amount or Redemption Amount, as
applicable, based on the hypothetical terms set forth
below. The
actual amount you receive and the resulting total rate of return will depend on
the actual Starting Value, Call
Level, Threshold Value, Ending Value, each Observation Level
and the term
of your investment. The
following examples do not take into account any tax consequences from investing
in the notes. These examples are based on:
1) |
a Starting Value of 100.00; |
2) |
a Threshold Value of 100.00; |
3) |
a Call Level of 100.00; |
4) |
the term of the notes from March 31, 2016 to April 7, 2017 if the
notes are not called on any of the Observation Dates; |
5) |
the interest rate of 6.50% per year; |
6) |
Observation Dates occurring on September 23, 2016 and December 16,
2016. |
The hypothetical Starting
Value of 100.00 used in these examples has been chosen for
illustrative purposes only. The actual
Starting Value is 2,036.71,
which was the closing level of the Market Measure on the pricing
date. For
recent actual levels of the Market Measure, see "The Index" section below. The
Index is a price return index and as such each Observation
Level or the Ending
Value will not include any income generated by dividends paid on the stocks
included in the Index, which you would otherwise be entitled to receive if you
invested in those stocks directly. In addition, all payments on the notes are
subject to issuer credit risk.
Notes
Are Called on an Observation Date
The
notes will be called at $10.00 plus the applicable interest
payment on one of the Observation Dates if the Observation Level is equal to
or greater than the
Call Level.
Example 1 -
The Observation Level on the first Observation Date is 110.00. You
will receive the quarterly interest payments up to the applicable Call
Settlement Date. The
notes will be called at $10.00 plus
the applicable interest
payment.
After the notes are called, they will no longer remain outstanding and there
will not be any further
payments on the notes. In
this case, you will receive interest payments on the notes for only approximately six
months.
Example 2 -
The Observation Level on the first Observation Date is below the Call Level, but
the Observation Level on the second Observation Date is 105.00. You
will receive the quarterly interest payments up to the applicable Call
Settlement Date. The
notes will be called at $10.00 plus
the applicable interest
payment.
After the notes are called, they will no longer remain outstanding and there
will not be any further
payments on the notes. In
this case, you will receive interest payments on the notes for only approximately nine
months.
Notes
Are Not Called on Any Observation
Date
Example
3 - The Observation Levels on the first and second Observation Dates are
below the Call Level, and the Ending Value on the Valuation Date is 105.00. You
will receive the quarterly interest payments up to the maturity date. At
maturity, in addition to the final interest payment, the notes will also pay the
principal amount.
Example 4 -
The notes are not called on any Observation Date and the Ending
Value on
the Valuation
Date is
85.00, which is
less than the Threshold Value. Consequently,
you will receive all quarterly
interest payments up
to the maturity date; however,
you will also participate on a
1-for-1 basis in the decrease in the level
of the Index below
the Threshold Value. The Redemption Amount per unit will equal:
On
the maturity date, in
addition to the final interest payment, you
will receive the Redemption Amount per unit of $8.50.
Autocallable
Coupon Bearing Notes |
TS-5 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Summary of
the Hypothetical Examples |
|
Notes Are
Called on an Observation Date |
Notes Are
Not Called on Any Observation
Date |
|
Example
1 |
Example
2 |
Example
3 |
Example
4 |
Starting
Value |
100.00 |
100.00 |
100.00 |
100.00 |
Call
Level |
100.00 |
100.00 |
100.00 |
100.00 |
Threshold
Value |
100.00 |
100.00 |
100.00 |
100.00 |
Observation
Level on the First Observation Date |
110.00 |
90.00 |
90.00 |
88.00 |
Observation
Level on the Second Observation Date |
N/A |
105.00 |
83.00 |
78.00 |
Ending
Value |
N/A |
N/A |
105.00 |
85.00 |
Return
of the Index |
10.00% |
5.00% |
5.00% |
-15.00% |
Interest
Payments per
Unit(1) (Up
to the
Applicable Call Settlement Date or
the Maturity Date) |
$0.325 |
$0.475 |
$0.663 |
$0.663 |
Call
Amount /
Redemption
Amount per Unit (Excluding
the Applicable
or Final
Interest Payment) |
$10.00 |
$10.00 |
$10.00 |
$8.50 |
Total
Return of the Notes(2) |
3.25% |
4.75% |
6.63% |
-8.37% |
(1) |
Interest
is calculated on the basis of a 360-day year of twelve 30-day
months. |
(2) |
The
total return on the notes includes interest paid on the
notes for
the amount of time that the notes are
outstanding. |
Autocallable
Coupon Bearing Notes |
TS-6 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Risk
Factors
There
are important differences between the notes and a conventional debt security.
An investment in the notes involves significant risks, including those
listed below. You should carefully review the more detailed explanation of risks
relating to the notes in the "Risk Factors" sections beginning on page
PS-7 of
product supplement EQUITY
INDICES CBN-1,
page S-5 of
the Series L MTN prospectus supplement, and page 9 of
the prospectus identified above. We also urge you to consult your investment,
legal, tax, accounting, and other advisors before you invest in the
notes.
■ |
If
the notes are not automatically called, depending on the performance of
the Index as
measured shortly before the maturity date, your investment may result in a
loss; there is no guaranteed return of
principal. |
■ |
Your
return on the notes may be less than the yield you could earn by owning a
conventional fixed or floating rate debt security of comparable
maturity. |
■ |
Payments
on the notes are subject to our credit risk, and actual or perceived
changes in our creditworthiness are expected to affect the value of the
notes. If we become insolvent or are unable to pay our obligations, you
may lose your entire investment. |
■ |
You
will not participate in any increase in the level
of the Index. |
■ |
Your
investment return is limited to the return represented by the periodic
interest payments over the term of the notes, and may be less than a
comparable investment directly in the stocks
included in the Index. |
■ |
The
initial estimated value of the notes is an estimate only, determined as of
a particular point in time by reference to our and our affiliates' pricing
models. These pricing models consider certain assumptions and variables,
including our credit spreads, our internal funding rate on the pricing
date, mid-market terms on hedging transactions, expectations on interest
rates and volatility, price-sensitivity analysis, and the expected term of
the notes. These pricing models rely in part on certain forecasts
about future events, which may prove to be
incorrect. |
■ |
The
public offering price you pay for the notes exceeds the
initial estimated value. If you attempt to sell the notes prior to
maturity, their market value may be lower than the price you paid for them
and lower than the initial estimated value. This is due to, among
other things, changes in the level
of the Index,
our internal funding rate, and the inclusion in the public offering price
of the underwriting discount and the hedging related charge, all as
further described in "Structuring the Notes" on page TS-11.
These factors, together with various credit, market and economic factors
over the term of the notes, are expected to reduce the price at which you
may be able to sell the notes in any secondary market and will affect the
value of the notes in complex and unpredictable
ways. |
■ |
The
initial estimated value does not represent a minimum or maximum price at
which we, MLPF&S or any of our affiliates would be willing to purchase
your notes in any secondary market (if any exists) at any time. The value
of your notes at any time after issuance will vary based on many factors
that cannot be predicted with accuracy, including the performance of
the Index,
our creditworthiness and changes in market
conditions. |
■ |
A
trading market is not expected to develop for the notes. Neither we nor
MLPF&S is obligated to make a market for, or to repurchase, the notes.
There is no assurance that any party will be willing to purchase your
notes at any price in any secondary
market. |
■ |
Our
business activities as a full service financial institution, including our
commercial and investment banking activities, our hedging and trading
activities (including trading in
shares of companies included in the Index) and any hedging and trading
activities we engage in for our clients' accounts, may affect the market
value and return of the notes and may create conflicts of interest with
you. |
■ |
The
Index sponsor may adjust the Index in a way that affects its level, and
has no obligation to consider your interests.
|
■ |
You
will have no rights of a holder of the securities represented by the
Index, and you will not be entitled to receive securities or dividends or
other distributions by the issuers of those
securities. |
■ |
While
we or our affiliates may from time to time own securities of companies
included in the Index, except to the extent that our common stock is
included in the Index, we do not control any company included in the
Index, and are not responsible for any disclosure made by any other
company. |
■ |
There
may be potential conflicts of interest involving the calculation
agent, which
is an affiliate of ours.
We have the right to appoint and remove the calculation
agent. |
■ |
The
U.S. federal income tax consequences of the notes are uncertain, and may
be adverse to a holder of the notes. See "Summary Tax Consequences"
below and "U.S. Federal Income Tax Summary" beginning on page PS-26 of
product supplement EQUITY INDICES CBN-1. |
Autocallable
Coupon Bearing Notes |
TS-7 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
The
Index
All
disclosures contained in this term sheet regarding the Index, including, without
limitation, its make-up, method of calculation, and changes in its components,
have been derived from publicly available sources. The information reflects the
policies of, and is subject to change by, S&P Dow Jones Indices LLC (the
"Index sponsor"). The Index sponsor, which licenses the copyright and all other
rights to the Index, has no obligation to continue to publish, and may
discontinue publication of, the Index. The consequences of the Index sponsor
discontinuing publication of the Index are discussed in
the section entitled "Description of the Notes-Discontinuance
of an Index" on page PS-21 of product supplement EQUITY INDICES
CBN-1. None
of us, the calculation agent, or MLPF&S accepts any responsibility for the
calculation, maintenance or publication of the Index or any successor
index.
The
Index is intended to provide an indication of the pattern of common stock price
movement. The calculation of the level of the Index is based on the relative
value of the aggregate market value of the common stocks of 500 companies as of
a particular time compared to the aggregate average market value of the common
stocks of 500 similar companies during the base period of the years 1941 through
1943.
The
Index sponsor chooses companies for inclusion in the Index with the aim of
achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of its Stock
Guide Database of over 10,000 companies, which the Index sponsor uses as an
assumed model for the composition of the total market. Relevant criteria
employed by the Index sponsor include the viability of the particular company,
the extent to which that company represents the industry group to which it is
assigned, the extent to which the market price of that company's common stock
generally is responsive to changes in the affairs of the respective industry and
the market value and trading activity of the common stock of that company. Ten
main groups of companies constitute the Index, with the approximate percentage
of the market capitalization of the Index included in each group as
of February 29,
2016 indicated in parentheses: Consumer Discretionary (12.9%);
Consumer Staples (10.7%); Energy
(6.6%); Financials (15.6%);
Health Care
(14.7%); Industrials (10.1%); Information Technology (20.4%);
Materials
(2.8%); Telecommunication
Services (2.8%); and Utilities (3.4%).
The Index sponsor may
from time to time, in its sole discretion, add companies to, or delete companies
from, the Index to achieve the objectives stated above.
The
Index sponsor calculates the Index by reference to the prices of the constituent
stocks of the Index without taking account of the value of dividends paid on
those stocks. As a result, the return on the notes will not reflect the return
you would realize if you actually owned the Index constituent stocks and
received the dividends paid on those stocks.
Computation
of the Index
While
the Index sponsor currently employs the following methodology to calculate the
Index, no assurance can be given that the Index sponsor will not modify or
change this methodology in a manner that may affect the Redemption
Amount.
Historically,
the market value of any component stock of the Index was calculated as the
product of the market price per share and the number of then outstanding shares
of such component stock. In March 2005, the Index sponsor began shifting the
Index halfway from a market capitalization weighted formula to a float-adjusted
formula, before moving the Index to full float adjustment on September 16, 2005.
The Index sponsor's criteria for selecting stocks for the Index did not change
with the shift to float adjustment. However, the adjustment affects each
company's weight in the Index.
Under
float adjustment, the share counts used in calculating the Index reflect only
those shares that are available to investors, not all of a company's outstanding
shares. Float adjustment excludes shares that are closely held by control
groups, other publicly traded companies or government agencies.
In
September 2012, all shareholdings representing more than 5% of a stock's
outstanding shares, other than holdings by "block owners," were removed from the
float for purposes of calculating the Index. Generally, these "control
holders" will include officers and directors, private equity, venture capital
and special equity firms, other publicly traded companies that hold shares for
control, strategic partners, holders of restricted shares, ESOPs, employee and
family trusts, foundations associated with the company, holders of unlisted
share classes of stock, government entities at all levels (other than government
retirement/pension funds) and any individual person who controls a 5% or greater
stake in a company as reported in regulatory filings. However, holdings by
block owners, such as depositary banks, pension funds, mutual funds and ETF
providers, 401(k) plans of the company, government retirement/pension funds,
investment funds of insurance companies, asset managers and investment funds,
independent foundations and savings and investment plans, will ordinarily be
considered part of the float.
Treasury
stock, stock options, restricted shares, equity participation units, warrants,
preferred stock, convertible stock, and rights are not part of the float. Shares
held in a trust to allow investors in countries outside the country of domicile,
such as depositary shares and Canadian exchangeable shares are normally part of
the float unless those shares form a control block. If a company has
multiple classes of stock outstanding, shares in an unlisted or non-traded class
are treated as a control block.
For
each stock, an investable weight factor ("IWF") is calculated by dividing the
available float shares by the total shares outstanding. As of September
21, 2012, available float shares are defined as the total shares outstanding
less shares held by control holders. This calculation is subject to a 5%
minimum threshold for control blocks. For example, if a company's officers
and directors hold 3% of the company's shares, and no other control group holds
5% of the company's shares, the Index sponsor would assign that company an IWF
of 1.00, as no control group meets the 5% threshold. However, if a
company's officers and directors hold 3% of the company's shares and another
control group holds 20% of the company's shares, the Index sponsor would assign
an IWF of 0.77, reflecting the
Autocallable
Coupon Bearing Notes |
TS-8 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
fact
that 23% of the company's outstanding shares are considered to be held for
control. For companies with multiple classes of stock, the Index sponsor
calculates the weighted average IWF for each stock using the proportion of the
total company market capitalization of each share class as
weights.
The
Index is calculated using a base-weighted aggregate methodology. The level of
the Index reflects the total market value of all 500 component stocks relative
to the base period of the years 1941 through 1943. An indexed number is used to
represent the results of this calculation in order to make the level easier to
work with and track over time. The actual total market value of the component
stocks during the base period of the years 1941 through 1943 has been set to an
indexed level of 10. This is often indicated by the notation 1941- 43 = 10. In
practice, the daily calculation of the Index is computed by dividing the total
market value of the component stocks by the "index divisor." By itself, the
index divisor is an arbitrary number. However, in the context of the calculation
of the Index, it serves as a link to the original base period level of the
Index. The index divisor keeps the Index comparable over time and is the
manipulation point for all adjustments to the Index, which is index
maintenance.
Index
Maintenance
Index
maintenance includes monitoring and completing the adjustments for company
additions and deletions, share changes, stock splits, stock dividends, and stock
price adjustments due to company restructuring or spinoffs. Some corporate
actions, such as stock splits and stock dividends, require changes in the common
shares outstanding and the stock prices of the companies in the Index, and do
not require index divisor adjustments.
To
prevent the level of the Index from changing due to corporate actions, corporate
actions which affect the total market value of the Index require an index
divisor adjustment. By adjusting the index divisor for the change in market
value, the level of the Index remains constant and does not reflect the
corporate actions of individual companies in the Index. Index divisor
adjustments are made after the close of trading and after the calculation of the
Index closing level.
Changes
in a company's shares outstanding of 5.00% or more due to mergers, acquisitions,
public offerings, tender offers, Dutch auctions, or exchange offers are made as
soon as reasonably possible. All other changes of 5.00% or more (due to, for
example, company stock repurchases, private placements, redemptions, exercise of
options, warrants, conversion of preferred stock, notes, debt, equity
participation units, at-the-market offerings, or other recapitalizations) are
made weekly and are announced on Fridays for
implementation after the close of trading on the following Friday.
Changes of less than 5.00% due to a company's acquisition of another company in
the Index are made as soon as reasonably possible. All other changes of less
than 5.00% are accumulated and made quarterly on the third Friday of March,
June, September, and December, and are usually announced two to five days
prior.
Changes
in IWFs of more than five percentage points caused by corporate actions (such as
merger and acquisition activity, restructurings, or spinoffs) will be made as
soon as reasonably possible. Other changes in IWFs will be made annually when
IWFs are reviewed.
The
following graph shows the daily historical performance of the Index in the
period from January 1, 2008 through March
23,
2016. We obtained this historical data from Bloomberg L.P. We have
not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. On the
pricing date,
the closing level of the Index was 2,036.71.
Historical
Performance of the Index
This
historical data on the Index is not necessarily indicative of the future
performance of the Index or what the value of the notes may be. Any historical
upward or downward trend in the level of the Index during any period set forth
above is not an indication that the level of the Index is more or less likely to
increase or decrease at any time over the term of the
notes.
Before
investing in the notes, you should consult publicly available sources for the
levels of the Index.
Autocallable
Coupon Bearing Notes |
TS-9 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
License
Agreement
S&P® is
a registered trademark of Standard & Poor's Financial Services LLC
("S&P") and Dow Jones is
a registered trademark of Dow Jones® Trademark Holdings LLC ("Dow Jones").
These trademarks have been licensed for use by S&P Dow Jones Indices
LLC. "Standard & Poor's®,"
"S&P 500®"
and "S&®P"
are trademarks of S&P. These trademarks have been sublicensed for certain
purposes by our subsidiary, MLPF&S. The Index is a product of S&P
Dow Jones Indices LLC and/or its affiliates and has been licensed for use
by MLPF&S.
The
notes are not
sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow
Jones, S&P or any of their respective affiliates (collectively, "S&P Dow
Jones Indices"). S&P Dow Jones Indices make no representation or
warranty, express or implied, to the holders of the notes or
any member of the public regarding the advisability of investing in securities
generally or in the
notes particularly
or the ability of the Index to track general market
performance. S&P Dow Jones Indices' only relationship
to MLPF&S with
respect to the Index is
the licensing of the Index and certain trademarks, service marks and/or trade
names of S&P Dow Jones Indices and/or its third party
licensors. The Index is determined, composed and calculated by
S&P Dow Jones Indices without regard to us,
MLPF&S, or
the notes.
S&P Dow Jones Indices have no obligation to take our needs or the
needs of MLPF&S or
holders of the
notes into
consideration in determining, composing or calculating the
Index. S&P Dow Jones Indices are not
responsible for and have not participated in the determination of the prices,
and amount of the
notes or
the timing of the issuance or sale of the
notes or
in the determination or calculation of the equation by which the
notes are
to be converted into cash. S&P Dow Jones Indices have no
obligation or liability in connection with the administration, marketing or
trading of the
notes. There
is no assurance that investment products based on the Index will accurately
track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC and its subsidiaries are not
investment advisors. Inclusion of a security or futures contract
within an index is not a recommendation by S&P Dow Jones Indices to buy,
sell, or hold such security or futures contract, nor is it considered to be
investment advice. Notwithstanding the foregoing, CME Group
Inc. and its affiliates may independently issue and/or sponsor financial
products unrelated to the
notes currently
being issued by us,
but which may be similar to and competitive with the
notes. In
addition, CME Group Inc. and its affiliates may trade financial products which
are linked to the performance of the Index. It
is possible that this trading activity will affect the value
of the
notes.
S&P
DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION,
INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING
ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES
INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS,
OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO
BE OBTAINED BY US, MLPF&S, HOLDERS
OF THE NOTES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY
DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT
LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY
HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MLPF&S, OTHER
THAN THE LICENSORS OF S&P DOW JONES INDICES.
Supplement
to the Plan of Distribution; Conflicts of Interest
Under
our distribution agreement with MLPF&S, MLPF&S will purchase the notes
from us as principal at the public offering price indicated on the cover of this
term sheet, less the indicated underwriting discount.
MLPF&S,
a broker-dealer subsidiary of BAC, is a member of the Financial Industry
Regulatory Authority, Inc. ("FINRA") and will participate as selling agent in
the distribution of the notes. Accordingly, offerings of the notes will conform
to the requirements of Rule 5121 applicable to FINRA members. MLPF&S may not
make sales in this offering to any of its discretionary accounts without the
prior written approval of the account holder.
We will deliver
the notes against payment therefor in New York, New York on a date that is
greater than three business days following the pricing date. Under Rule 15c6-1
of the Securities Exchange Act of 1934, trades in the secondary market generally
are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the
notes more than three business days prior to the original issue date will be
required to specify alternative settlement arrangements to prevent a failed
settlement.
The
notes will not be listed on any securities exchange. In the original offering of
the notes, the notes will be sold in minimum investment amounts of 100
units. If
you place an order to purchase the notes, you are consenting to MLPF&S
acting as a principal in effecting the transaction for your
account.
MLPF&S
may repurchase and resell the notes, with repurchases and resales being made at
prices related to then-prevailing market prices or at negotiated prices, and
these will include MLPF&S's trading commissions and mark-ups. MLPF&S may
act as principal or agent in these market-making transactions; however, it is
not obligated to engage in any such transactions. At MLPF&S's discretion,
for a short, undetermined initial period after the issuance of the notes,
MLPF&S may offer to buy the notes in the secondary market at a price that
may exceed the initial
estimated value of the notes. Any price offered by MLPF&S for the notes will
be based on then-
Autocallable
Coupon Bearing Notes |
TS-10 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
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prevailing
market conditions and other considerations, including the performance of
the Index and
the remaining term of the notes. However,
neither we nor any of our affiliates is obligated to purchase your notes at any
price, or at any time, and we cannot assure you that we or any of our affiliates
will purchase your notes at a price that equals or exceeds the initial
estimated value of the notes.
The
value of the notes shown on your account statement will be based on MLPF&S's
estimate of the value of the notes if MLPF&S or another of our affiliates
were to make a market in the notes, which it is not obligated to do. That
estimate will be based upon the price that MLPF&S may pay for the notes in
light of then-prevailing market conditions and other considerations, as
mentioned above, and will include transaction costs. At certain times, this
price may be higher than or lower than the initial
estimated value of
the notes.
The
notes are our debt securities, the return on which is linked to the performance
of the Index.
As is the case for all of our debt securities, including our market-linked
notes, the economic terms of the notes reflect our actual or perceived
creditworthiness at the time of pricing. In addition, because
market-linked notes result in increased operational, funding and liability
management costs to us, we typically borrow the funds under these notes at a
rate that is more favorable to us than the rate that we might pay for a
conventional fixed or floating rate debt security. This rate, which we refer to
in this term sheet as our internal funding rate, is typically lower than the
rate we would pay when we issue conventional fixed or floating rate debt
securities. This generally relatively lower internal funding rate, which is
reflected in the economic terms of the notes, along with the fees and charges
associated with market-linked notes, resulted in
the initial estimated value of the notes on the pricing date being less than
their public offering price.
Payments
on the notes, including the interest payments on the notes and the amount you
receive at maturity or upon an automatic call, will be calculated based on the
$10 per unit principal amount. The Redemption Amount will depend on the
performance of the Index.
In order to meet these payment obligations, at the time we issue the notes, we
may choose to enter into certain hedging arrangements (which may include call
options, put options or other derivatives) with MLPF&S or one of its
affiliates. The terms of these hedging arrangements are determined by
seeking bids from market participants, including MLPF&S and its affiliates,
and take into account a number of factors, including our creditworthiness,
interest rate movements, the volatility of the Index,
the tenor of the notes and the tenor of the hedging arrangements. The
economic terms of the notes and their initial estimated value depend in part on
the terms of these hedging arrangements.
MLPF&S
has advised us that the hedging arrangements will include a hedging related
charge of approximately $0.050 per
unit, reflecting an estimated profit to be credited to MLPF&S from these
transactions. Since hedging entails risk and may be influenced by
unpredictable market forces, additional profits and losses from these hedging
arrangements may be realized by MLPF&S or any third party hedge
providers.
For
further information, see "Risk Factors-General Risks Relating to the Notes"
beginning on page PS-7 and
"Use of Proceeds" on page PS-16 of
product supplement EQUITY
INDICES CBN-1.
Summary
Tax Consequences
You
should consider the U.S. federal income tax consequences of an investment in the
notes, including the following:
■ |
There
is no statutory, judicial, or administrative authority directly addressing
the characterization of the notes. |
■ |
You
agree with us (in the absence of an administrative determination, or
judicial ruling to the contrary) to characterize and treat the notes for
all tax purposes as an income-bearing single financial contract linked to
the Index. |
■ |
Under
this characterization and tax treatment of the notes, we intend to take
the position that the stated periodic interest payments constitute taxable
ordinary income to a U.S. Holder (as defined beginning on page 99 of the
prospectus) at the time received or accrued in accordance with the U.S.
Holder's regular method of accounting. Upon receipt of a cash payment at
maturity or upon a sale or exchange of the notes prior to maturity (other
than amounts representing accrued stated periodic interest payments), a
U.S. Holder generally will recognize capital gain or loss. This capital
gain or loss generally will be long-term capital gain or loss if you hold
the notes for more than one year. |
■ |
No
assurance can be given that the IRS or any court will agree with this
characterization and tax treatment. |
You
should consult your own tax advisor concerning the U.S. federal income tax
consequences to you of acquiring, owning, and disposing of the notes, as well as
any tax consequences arising under the laws of any state, local, foreign, or
other tax jurisdiction and the possible effects of changes in U.S. federal or
other tax laws. You should review carefully the discussion under the section
entitled "U.S. Federal Income Tax Summary"
beginning on page PS-26 of
product supplement EQUITY
INDICES CBN-1.
Autocallable
Coupon Bearing Notes |
TS-11 |
Autocallable
Coupon Bearing Notes
Linked to the S&P 500 Index, due April 7, 2017
|
|
Validity
of the Notes
In
the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an
appropriate entry on Schedule 1 to the Master Registered Global Senior Note,
dated May 1, 2015 (the "Master Note") identifying the notes offered hereby as
supplemental obligations thereunder in accordance with the instructions of BAC
and the notes have been delivered against payment therefor as contemplated in
this Note Prospectus, all in accordance with the provisions of the indenture
governing the notes, such notes will be legal, valid and binding obligations of
BAC, subject to the effect of applicable bankruptcy, insolvency (including laws
related to preferences, fraudulent transfers and equitable subordination),
reorganization, moratorium, and other similar laws affecting creditors' rights
generally, and to general principles of equity. This opinion is given as
of the date hereof and is limited to the laws of the State of New York and the
Delaware General Corporation Law (including the statutory provisions, all
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing). In addition, this opinion is
subject to the assumption that the trustee's certificate of authentication of
the Master Note has been manually signed by one of the trustee's authorized
officers and to customary assumptions about the trustee's authorization,
execution and delivery of the indenture governing the notes, the validity,
binding nature and enforceability of the indenture governing the notes with
respect to the trustee, the legal capacity of natural persons, the genuineness
of signatures, the authenticity of all documents submitted to McGuireWoods LLP
as originals, the conformity to original documents of all documents submitted to
McGuireWoods LLP as copies thereof, the authenticity of the originals of such
copies and certain factual matters, all as stated in the letter of McGuireWoods
LLP dated February 27, 2015, which has been filed as an exhibit to BAC's
Registration Statement relating to the notes filed with the Securities and
Exchange Commission on February 27, 2015.
Where
You Can Find More Information
We
have filed a registration statement (including a product supplement, a
prospectus supplement, and a prospectus) with the SEC for the offering to which
this term sheet relates. Before you invest, you should read the Note
Prospectus, including this term sheet, and the other documents that we have
filed with the SEC, for more complete information about us and this offering.
You may get these documents without cost by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, we, any agent, or any dealer
participating in this offering will arrange to send you these documents if you
so request by calling MLPF&S toll-free at 1-800-294-1322.
Market-Linked
Investments Classification
MLPF&S
classifies certain market-linked investments (the "Market-Linked Investments")
into categories, each with different investment characteristics. The following
description is meant solely for informational purposes and is not intended to
represent any particular Enhanced Income Market-Linked Investment or guarantee
any performance.
Enhanced
Income Market-Linked Investments are short- to medium-term market-linked notes
that offer you a way to enhance your income stream, either through variable or
fixed-interest coupons, an added payout at maturity based on the performance of
the linked asset, or both. In exchange for receiving current income, you
will generally forfeit upside potential on the linked asset. Even so, the
prospect of higher interest payments and/or an additional payout may equate to a
higher return potential than you may be able to find through other fixed-income
securities. Enhanced Income Market-Linked Investments generally do not include
market downside protection. The degree to which your principal is repaid at
maturity is generally determined by the performance of the linked asset.
Although enhanced income streams may help offset potential declines in the
asset, you can still lose part or all of your original investment.
Autocallable
Coupon Bearing Notes |
TS-12 |