As filed with the Securities and Exchange Commission on April 30, 2018
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
___________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 30, 2018
___________________________
BANK OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
 
1-6523
 
56-0906609
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
100 North Tryon Street
Charlotte, North Carolina 28255
 
 
 
 
(Address of principal executive offices)
 
 

(704) 386-5681
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o



ITEM 8.01.
Other Events.

On April 30, 2018, Bank of America Corporation (the “Corporation”) issued a news release announcing that it has submitted redemption notices for eleven series of trust preferred securities, which will result in the redemption of such trust preferred securities, along with the trust common securities (held by the Corporation or its affiliates), on June 6, 2018. The Corporation has received all necessary approvals for these redemptions. Upon the redemption of the trust preferred securities and the extinguishment of the related junior subordinated notes issued by the Corporation, expected to occur in the second quarter of 2018, the Corporation will record a charge to other income and pretax income estimated to be approximately $800 million, subject to certain redemption price calculations at that time.

The news release contains additional information about the securities to be redeemed, including the redemption prices, payment of accrued and unpaid distributions, trading symbols (if applicable), CUSIP numbers/ISINs, and procedures for redemption. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

ITEM 9.01.     Financial Statements and Exhibits .

(d) Exhibits.

The following exhibit is filed herewith.
EXHIBIT NO.
DESCRIPTION OF EXHIBIT


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
BANK OF AMERICA CORPORATION
 
 
 
 
 
By:
/s/ Ross E. Jeffries, Jr.
 
 
 
Ross E. Jeffries, Jr.
 
 
 
Deputy General Counsel and Corporate Secretary
 

Dated: April 30, 2018


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April 30, 2018

Bank of America Announces Redemption of $3.5 Billion of Trust Preferred Securities

CHARLOTTE - Bank of America Corporation announced today that it has submitted redemption notices to the property trustee for each trust listed in the table below, which will result in the redemption of all the trust preferred securities of each trust on June 6, 2018. The trust preferred securities will be redeemed at the applicable redemption price calculated as noted in the table below (either as a percentage of the liquidation amount or at a “make-whole” redemption price*), plus accrued and unpaid distributions to, but not including, the redemption date also as noted in the table below. All of the redemptions are being effected under the optional redemption provisions applicable to the trust preferred securities of each trust.

The trust preferred securities are being redeemed, along with the common securities issued by the applicable trust and held by Bank of America or its affiliates, as a result of the concurrent redemption in whole by Bank of America of its junior subordinated notes held by each trust listed in the table below which underlie the respective series of trust preferred securities.

The redemptions are being made pursuant to Bank of America’s capital plan. Bank of America has received all necessary approvals for these redemptions. Upon the redemption of the trust preferred securities and the extinguishment of the related junior subordinated notes issued by Bank of America, expected to occur in the second quarter of 2018, Bank of America will record a charge to other income and pretax income estimated to be approximately $800 million, subject to certain redemption price calculations at that time.

CUSIP/ISIN
Trust
Title of Security
NYSE Ticker Symbol
Aggregate Liquidation Amount Outstanding
Redemption Price
Accrued and Unpaid Distributions per Security
Trustee/
Paying Agent
05518F209
BAC Capital Trust VI
5⅝% Capital Securities
_
$26,505,000 ($1,000 per Security)
Make-whole redemption price*

$13.7500000

The Bank of New York Mellon
XS0226849221
BAC Capital Trust VII
5¼% Capital Securities
_
£4,100,000 (£50,000 per Security)
Make-whole redemption price*

£834.2465753

The Bank of New York Mellon
056335AA0
BAC Capital Trust XI
6⅝% Capital Securities
_
$657,756,000
($1,000 per Security)
Make-whole redemption price*

$2.3923611

The Bank of New York Mellon / The Bank of New York Mellon London Branch
62874FAA7
NB Capital Trust III
Floating Rate Capital Securities
_
$131,498,000 ($1,000 per Security)
100%

$4.1050608

The Bank of New York Mellon


BACEXHIBIT99143018IMAGE1.JPG






CUSIP/ISIN
Trust
Title of Security
NYSE Ticker Symbol
Aggregate Liquidation Amount Outstanding
Redemption Price
Accrued and Unpaid Distributions per Security
Trustee/
Paying Agent
33889WAA4
Fleet Capital Trust V
Floating Rate Capital Securities
_
$79,320,000 ($1,000 per Security)
100%

$6.9728472

The Bank of New York Mellon
06605VAA5
BankBoston Capital Trust III
Floating Rate Capital Securities
_
$53,140,000 ($1,000 per Security)
100%

$6.6273194

The Bank of New York Mellon
06605YAA9
BankBoston Capital Trust IV
Floating Rate Capital Securities
_
$102,379,000 ($1,000 per Security)
100%

$6.6182000

The Bank of New York Mellon
59025D207
Merrill Lynch Capital Trust III
Trust Preferred Securities
MER PrP
$750,000,000 ($25 per Security)
100%

$0.4148438

The Bank of New York Mellon
55263KAA9
MBNA Capital B
Floating Rate Capital Securities, Series B
BAC/27
$70,471,000 ($1,000 per Security)
100%

$3.1580500

The Bank of New York Mellon
066047AA9
BankAmerica Capital III
Floating Rate Capital Securities, Series 3
_
$102,881,000 ($1,000 per Security)
100%

$4.1333942

Deutsche Bank Trust Company Americas
222388209
Countrywide Capital V
7% Capital Securities
CFC PrB
$1,495,000,000 ($25 per Security)
100%

$0.1701389

Deutsche Bank Trust Company Americas

*
The make-whole redemption price will be calculated on the third business day prior to the redemption date in accordance with the terms of the trust preferred securities and the junior subordinated notes which underlie the trust preferred securities of the applicable trust. On or about the calculation date, Bank of America expects to publish the actual make-whole redemption price in the Investor Relations–Financial Information–Financial Press Releases section of its website at www.bankofamerica.com.

The addresses of the trustees/paying agents for the trusts listed in the table above are as follows:

The Bank of New York Mellon
101 Barclay Street 8 West
New York, New York 10286

The Bank of New York Mellon London Branch
One Canada Square, London E14 5AL

Deutsche Bank Trust Company Americas
60 Wall Street, 16th Floor
New York, New York 10005


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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 47 million consumer and small business relationships with approximately 4,400 retail financial centers, approximately 16,000 ATMs, and award-winning digital banking with approximately 36 million active users, including approximately 25 million mobile 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 owners 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 more than 35 countries. Bank of America Corporation stock (NYSE: BAC) is listed on the New York Stock Exchange.

Forward-looking statements

Certain information contained in this news release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future results or performance and involve certain risks, uncertainties and assumptions difficult to predict or beyond our control. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2017 Annual Report on Form 10-K and subsequent Securities and Exchange Commission filings. Forward-looking statements speak only as of the date they are made, and we 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.

For more Bank of America news, including dividend announcements and other important information, visit the Bank of America newsroom.

www.bankofamerica.com

###
CONTACT:

Investors May Contact:
Lee McEntire, Bank of America, 1.980.388.6780
Jonathan G. Blum, Bank of America (Fixed Income), 1.212.449.3112

Reporters May Contact:
Lawrence Grayson, Bank of America, 1.704.995.5825
lawrence.grayson @bankofamerica.com

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