Filed pursuant to Rule 424(b)(5)
Registration No. 333-224523
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Pricing Supplement No. 152
(To Prospectus dated June 29, 2018, Prospectus
Supplement dated June 29, 2018 and Base
Rates Supplement No. 1 dated April 15, 2020)
July 20, 2020
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$4,750,000,000
Medium-Term Notes, Series N
$2,750,000,000 1.898% Fixed/Floating Rate Senior Notes, due July 2031
$2,000,000,000 Reopening of 2.676% Fixed/Floating Rate Senior Notes, due June 2041
This pricing supplement describes two series of our senior notes that will be issued under our Medium-Term Note Program, Series N. We refer to our 1.898%
Fixed/Floating Rate Senior Notes, due July 2031 as the 11-year fixed/floating rate notes, and to our 2.676% Fixed/Floating Rate Senior Notes, due June 2041 to be issued in the reopening as the 21-year fixed/floating rate
notes. We refer to the 11-year fixed/floating rate notes and the 21-year fixed/floating rate notes collectively as the notes.
The 11-year fixed/floating rate notes mature on July 23, 2031. We will pay interest on the 11-year fixed/floating rate notes (a) from, and including, July 23, 2020
to, but excluding, July 23, 2030, at a fixed rate of 1.898% per annum, payable semi-annually, and (b) from, and including, July 23, 2030 to, but excluding, the maturity date, at a floating rate per annum equal to compounded SOFR
(determined with respect to each quarterly interest period in accordance with the payment delay convention), plus 1.530%, payable quarterly.
The 21-year
fixed/floating rate notes to be issued in the reopening have the same terms as, and constitute a single series with, the $3,000,000,000 in principal amount of our 2.676% Fixed/Floating Rate Senior Notes, due June 2041 issued on June 19, 2020
(the original 21-year fixed/floating rate notes). The 21-year fixed/floating rate notes will have the same CUSIP number as the original 21-year fixed/floating rate notes and will trade interchangeably with the original 21-year
fixed/floating rate notes immediately upon settlement. As a result, the outstanding aggregate principal amount of our 2.676% Fixed/Floating Rate Senior Notes, due June 2041 as of the expected issue date of the 21-year fixed/floating rate notes will
be $5,000,000,000. The 21-year fixed/floating rate notes mature on June 19, 2041. We will pay interest on the 21-year fixed/floating rate notes (a) from, and
including, June 19, 2020 (the issue date of the original 21-year fixed/floating rate notes) to, but excluding, June 19, 2040, at a fixed rate of 2.676% per annum, payable semi-annually, and (b) from, and including, June 19, 2040
to, but excluding, the maturity date, at a floating rate per annum equal to compounded SOFR (determined with respect to each quarterly interest period in accordance with the payment delay convention), plus 1.930%, payable quarterly.
We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading Specific Terms of the
NotesOptional Redemption.
The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding
from time to time. We do not intend to list the notes on any securities exchange.
SOFR is a relatively new rate. The composition and characteristics of
SOFR are not the same as those of USD LIBOR, and SOFR is not expected to be a comparable substitute, successor or replacement for USD LIBOR. See the attached Base Rates Supplement No. 1 dated April 15, 2020 (the base rates
supplement) for additional information regarding SOFR as well as risks relating to SOFR.
Investing in the notes involves
risks. For an explanation of some of these risks, see Additional Risk Factors beginning on page RS-4 of the attached base rates supplement, Risk Factors beginning on page
S-5 of the attached prospectus supplement and Risk Factors beginning on page 9 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed
upon the adequacy or accuracy of this pricing supplement, the attached base rates supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a criminal offense.
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11-Year Fixed/Floating
Rate Notes
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21-Year Fixed/Floating
Rate Notes
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Per Note
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Total
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Per Note
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Total
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Public Offering Price
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100.000
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%
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$
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2,750,000,000
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103.670
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%(1)
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$
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2,073,400,000
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Selling Agents Commission
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0.450
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%
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$
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12,375,000
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0.750
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%
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$
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15,000,000
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Proceeds (before expenses)
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99.550
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%
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$
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2,737,625,000
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102.920
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%(1)
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$
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2,058,400,000
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(1)
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Does not include accrued interest that purchasers of the 21-year fixed/floating rate notes will pay in the
aggregate amount of $5,054,666.67 for the period from, and including, June 19, 2020 (the issue date of the original 21-year fixed/floating rate notes) to, but excluding, July 23, 2020, the expected issue date of the 21-year fixed/floating
rate notes. If delivery occurs after July 23, 2020, the purchasers will pay additional accrued interest from, and including, July 23, 2020 to, but excluding, the issue date of the 21-year fixed/floating rate notes.
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We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on July 23, 2020.
Sole Book-Runner
BofA
Securities
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ANZ Securities
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BBVA
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BMO Capital Markets
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Capital One Securities
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CIBC Capital Markets
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Citizens Capital Markets
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COMMERZBANK
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Commonwealth Bank of Australia
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Credit Agricole CIB
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DBS Bank Ltd.
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HSBC
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Huntington Capital Markets
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ICBC Standard Bank
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ING
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IMI Intesa Sanpaolo
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KeyBanc Capital Markets
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Lloyds Securities
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Mizuho Securities
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MUFG
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nabSecurities, LLC
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Natixis
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NatWest Markets
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Nomura
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Nordea
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Rabo Securities
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Raiffeisen Bank International
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Regions Securities LLC
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Santander
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Scotiabank
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SOCIETE GENERALE
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SMBC Nikko
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Standard Chartered Bank
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UniCredit Capital Markets
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Westpac Capital Markets LLC
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Cabrera Capital Markets, LLC
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C.L. King & Associates
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Loop Capital Markets
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Mischler Financial Group, Inc.
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Roberts & Ryan
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Telsey Advisory Group
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