Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
07 Gennaio 2021 - 9:53PM
Edgar (US Regulatory)
Terms of the Notes
The Contingent Income Auto-Callable Yield Notes
Linked to the Least Performing of the Russell 2000® Index, the Dow Jones Industrial Average® and the S&P 500®
Value Index (the “Notes”) provide a monthly Contingent Coupon Payment of $5.00 on the applicable Contingent Payment
Date if, on any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon
Barrier. Beginning in July 2021, if the Observation Value of each Underlying is greater than or equal to its Starting Value
on the relevant Observation Date, the Notes will be automatically called, in whole but not in part, at an amount equal to 100%
of the principal amount, together with the relevant Contingent Coupon Payment. No further amounts will be payable following an
Automatic Call. If the Notes are not automatically called, at maturity you will receive the Redemption Amount, calculated as described
under “Redemption Amount Determination”.
Issuer:
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BofA Finance LLC (“BofA Finance”)
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Guarantor:
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Bank of America Corporation (“BAC”)
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Term:
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Approximately 3 years, unless previously automatically called.
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Underlyings:
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The Russell 2000® Index (Bloomberg symbol: “RTY”), Dow Jones Industrial Average® (Bloomberg symbol: “INDU”) and the S&P 500® Value Index (Bloomberg symbol: “SVX”).
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Pricing and Issue Dates*:
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January 26, 2021 and January 29, 2021, respectively
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Observation Dates†*:
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Quarterly. Please see the Preliminary Pricing Supplement for further details.
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Coupon Barrier:
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For each Underlying, 70% of its Starting Value.
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Threshold Value:
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For each Underlying, 70% of its Starting Value.
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Contingent Coupon Payment*:
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If, on any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will pay a Contingent Coupon Payment of $5.00 per $1,000 in principal amount of Notes (equal to a rate of 0.50% per month or 6.00% per annum) on the applicable Contingent Payment Date (including the Maturity Date).
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Automatic Call:
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Beginning in July 2021, all (but not less than all) of the Notes will be automatically called if the Observation Value of each Underlying is greater than or equal to its Starting Value on relevant Observation Date occurring each quarter. If the Notes are automatically called the Early Redemption Amount will be paid on the applicable Contingent Payment Date.
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Early Redemption Amount:
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For each $1,000 principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment.
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Initial Estimated Value Range:
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$935-$975 per Note.
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Underwriting Discount:*
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$25.00 (2.50% of the public offering price) per Note.
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CUSIP:
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09709T4Z1
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Preliminary Pricing Supplement:
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https://www.sec.gov/Archives/edgar/data/70858/000148105721000048/form424b2.htm
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* Subject
to change prior to the Pricing Date.
† Subject
to adjustment. Please see the Preliminary Pricing Supplement for further details.
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Redemption Amount Determination
(assuming the Notes have not been automatically called)
Hypothetical Returns at Maturity
Underlying Return of the
Least Performing Underlying
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Redemption
Amount per Note
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Return
on the Notes(1)
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60.00%
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$1,005.00(2)
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0.50%
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50.00%
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$1,005.00
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0.50%
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40.00%
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$1,005.00
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0.50%
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30.00%
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$1,005.00
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0.50%
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20.00%
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$1,005.00
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0.50%
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10.00%
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$1,005.00
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0.50%
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5.00%
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$1,005.00
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0.50%
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2.00%
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$1,005.00
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0.50%
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0.00%
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$1,005.00
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0.50%
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-10.00%
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$1,005.00
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0.50%
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-20.00%
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$1,005.00
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0.50%
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-30.00%
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$1,005.00
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0.50%
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-30.01%(3)
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$699.90
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-30.01%
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-75.00%
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$250.00
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-75.00%
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-100.00%
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$0.00
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-100.00%
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(1)
The “Return on the Notes” is calculated based on the
Redemption Amount and potential final Contingent Coupon Payment (assuming a Contingent Coupon Payment of $7.50 per $1,000 in principal
amount), not including any Contingent Coupon Payments paid prior to maturity.
(2)
This amount represents the sum of the principal amount and the
final Contingent Coupon Payment.
(3)
This is the Underlying Return which corresponds to the Coupon
Barrier and Threshold Value of the Least Performing Underlying.
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Risk Factors
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·
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Your investment may result in a loss; there is no guaranteed return of principal.
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·
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Your return on the Notes is limited to the return represented by the Contingent Coupon Payments,
if any, over the term of the Notes.
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·
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The Contingent Coupon Payment, Early Redemption Amount or Redemption Amount, as applicable, will
not reflect the levels of the Underlyings other than on the Observation Dates.
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·
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The Notes are subject to a potential Automatic Call, which would limit your ability to receive
the Contingent Coupon Payments over the full term of the Notes.
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·
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You may not receive any Contingent Coupon Payments and the Notes do not provide for any regular
fixed coupon payments.
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·
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Because the Notes are linked to the least performing (and not the average performance) of the
Underlyings, you may not receive any return on the Notes and may lose some or all of your principal amount even if the Observation
Value of one Underlying is always greater than or equal to its Coupon Barrier or Threshold Value, as applicable.
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·
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Your return on the Notes may be less than the yield on a conventional debt security of comparable
maturity.
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·
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Any payment on the Notes is subject to our credit risk and the credit risk of the Guarantor, and
any actual or perceived changes in our or the Guarantor’s creditworthiness are expected to affect the value of the Notes.
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·
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The public offering price you pay for the Notes will exceed their initial estimated value.
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·
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We cannot assure you that a trading market for your Notes will ever develop or be maintained.
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·
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The Notes are subject to risks associated with small-size capitalization companies.
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·
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The SVX may not outperform any other index or strategy that tracks U.S. stocks using different
criteria.
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You may revoke your offer to purchase the Notes at
any time prior to the time at which we accept such offer on the date the Notes are priced. We reserve the right to change the terms
of, or reject any offer to purchase, the Notes prior to their issuance. In the event of any changes to the terms of the Notes,
we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject
such changes in which case we may reject your offer to purchase.
Please see the Preliminary Pricing Supplement for complete
product disclosure, including related risks and tax disclosure.
This fact sheet is a summary of the terms of the Notes
and factors that you should consider before deciding to invest in the Notes. BofA Finance has filed a registration statement (including
preliminary pricing supplement, product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission,
or SEC, for the offering to which this fact sheet relates. Before you invest, you should read this fact sheet together with the
Preliminary Pricing Supplement dated January 6, 2021, Product Supplement EQUITY-1 dated January 3, 2020 and Prospectus Supplement
and Prospectus dated December 31, 2019 to understand fully the terms of the Notes and other considerations that are important in
making a decision about investing in the Notes. If the terms described in the applicable Preliminary Pricing Supplement are inconsistent
with those described herein, the terms described in the applicable Preliminary Pricing Supplement will control. You may get these
documents without cost by visiting EDGAR on the SEC Web site at sec.gov or by clicking on the hyperlinks to each of the respective
documents incorporated by reference in the Preliminary Pricing Supplement. Alternatively, BofA Finance, any agent or any dealer
participating in this offering will arrange to send you the Preliminary Pricing Supplement, Product Supplement EQUITY-1 and Prospectus
Supplement and Prospectus if you so request by calling toll-free at 1-800-294-1322.
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