12/11/2024 | Press release | Distributed by Public on 12/11/2024 15:38
Subject to Completion
Preliminary Term Sheet
dated December 11, 2024
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Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-268718
and 333-268718-01
(To Prospectus dated December 30, 2022, Prospectus Supplement dated December 30, 2022 and
Product Supplement EQUITY CYN-2 dated August 21, 2023) |
Units
$10 principal amount per unit CUSIP No. |
Pricing Date*
Settlement Date* Maturity Date* |
December , 2024
December , 2024 December , 2027 |
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the "pricing date")
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BofA Finance LLC
Autocallable Strategic Accelerated Redemption Securities®Linked to the S&P 500® Index
Fully and Unconditionally Guaranteed by Bank of America Corporation
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Automatically callable if the closing level of the Index on any Call Observation Date, occurring approximately one, two and three years after the pricing date, is at or above the Starting Value. If the notes are called, on the relevant Call Payment Date you will receive the applicable Call Payment, and no further amounts will be payable on the notes
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In the event of an automatic call, the amount payable per unit will be:
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[$10.85 to $10.95] if called on the first Call Observation Date
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[$11.70 to $11.90] if called on the second Call Observation Date
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[$12.55 to $12.85] if called on the final Call Observation Date
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If not called on one of the first two Call Observation Dates, a maturity of approximately three years
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If not called on any of the Call Observation Dates, 1-to-1 downside exposure to decreases in the Index from the Starting Value, with up to 100.00% of the principal amount at risk
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All payments are subject to the credit risk of BofA Finance LLC, as issuer of the notes, and the credit risk of Bank of America Corporation, as guarantor of the notes
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No periodic interest payments
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Limited secondary market liquidity, with no exchange listing
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Per Unit
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Total
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Public offering price
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$10.00
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$
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Underwriting discount
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$ 0.15
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$
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Proceeds, before expenses, to BofA Finance
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$ 9.85
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$
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Are Not FDIC Insured
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Are Not Bank Guaranteed
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May Lose Value
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Terms of the Notes
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Payment Determination
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Issuer:
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BofA Finance LLC ("BofA Finance")
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Automatic Call Provision:
Redemption Amount Determination:
Notwithstanding anything to the contrary in the accompanying product supplement, the Redemption Amount will be determined as set forth in this term sheet.
If the notes are not called, you will receive the Redemption Amount per unit on the maturity date, determined as follows:
If the notes are not called, this necessarily means that the Ending Value is less than the Starting Value.Becausethe Threshold Value is equal to the Starting Value, you will lose a portion, or possibly all,of the principal amount if the notes are not called.
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Guarantor:
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Bank of America Corporation ("BAC")
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Principal Amount:
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$10.00 per unit
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Term:
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Approximately three years, if not called on one of the first two Call Observation Dates
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Market Measure:
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The S&P 500® Index (Bloomberg symbol: "SPX"), a price return index
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Call Feature:
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Autocallable Notes
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Call Value:
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100% of the Starting Value
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Call Payments (per Unit):
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[$10.85 to $10.95] if called on the first Call Observation Date;
[$11.70 to $11.90] if called on the second Call Observation Date; and [$12.55 to $12.85] if called on the final Call Observation Date.
The actual Call Payments will be determined on the pricing date.
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Call Premiums (per Unit):
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[$0.85 to $0.95], representing a Call Premium of [8.50% to 9.50%] of the principal amount, if called on the first Call Observation Date;
[$1.70 to $1.90], representing a Call Premium of [17.00% to 19.00%] of the principal amount, if called on the second Call Observation Date; and
[$2.55 to $2.85], representing a Call Premium of [25.50% to 28.50%] of the principal amount, if called on the final Call Observation Date.
The actual Call Premiums will be determined on the pricing date.
The Coupon Feature applicable to the notes is "Snowball Coupon Payments" and, for purposes of this term sheet, references in the accompanying product supplement to "Snowball Coupon Payment" shall be deemed to refer to "Call Premium".
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Threshold Value:
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100% of the Starting Value
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Starting Value:
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The closing level of the Market Measure on the pricing date
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Ending Value:
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The Observation Value on the final Call Observation Date
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Observation Value:
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The closing level of the Market Measure on the relevant Call Observation Date.
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Call Observation Dates:
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On or about December , 2025, December , 2026 and December , 2027 (the final Call Observation Date), which are approximately one, two and three years after the pricing date.
The scheduled Call Observation Dates are subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-35 of product supplement EQUITY CYN-2.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-2
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Final Calculation Day / Maturity Valuation Period:
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December , 2027, (which is also the final Call Observation Date) which is the fifth scheduled Market Measure Business Day immediately preceding the maturity date, subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-37 of the accompanying product supplement.
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Call Payment Dates:
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Approximately the fifth business day following the applicable Call Observation Date, subject to postponement as described on page PS-35 of the accompanying product supplement; provided however, that the Call Payment Date related to the final Call Observation Date will be the maturity date.
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Fees and Charges:
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The underwriting discount of $0.15 per unit listed on the cover page.
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Calculation Agent:
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BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-3
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
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Product supplement EQUITY CYN-2 dated August 21, 2023:
https://www.sec.gov/Archives/edgar/data/70858/000119312523216655/d428710d424b2.htm |
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Series A MTN prospectus supplement dated December 30, 2022 and prospectus dated December 30, 2022:
https://www.sec.gov/Archives/edgar/data/1682472/000119312522315195/d409418d424b3.htm |
You may wish to consider an investment in the notes if:
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The notes may not be an appropriate investment for you if:
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You anticipate that the Observation Value of the Index on at least one of the Call Observation Dates will be equal to or greater than the Call Value and, in that case, you accept an early exit from your investment.
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You accept that the return on the notes will be limited to the return represented by the applicable Call Premium even if the percentage change in the level of the Index is significantly greater than such return.
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You are willing to lose a portion, or possibly all, of the principal amount if the notes are not called.
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You are willing to forgo the interest payments that are paid on conventional interest-bearing debt securities.
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You are willing to forgo dividends or other benefits of owning the stocks included in the Index.
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You are willing to accept a limited or no market for sales for the notes prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and BAC's actual and perceived creditworthiness, BAC's internal funding rate and fees and charges on the notes.
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You are willing to assume our credit risk, as issuer of the notes, and BAC's credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount.
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You anticipate that the Observation Value of the Index will be less than the Call Value on each Call Observation Date.
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You wish to make an investment that cannot be automatically called prior to maturity.
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You seek an uncapped return on your investment.
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You seek principal repayment or preservation of capital.
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You seek interest payments or other current income on your investment.
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You want to receive dividends or other distributions paid on the stocks included in the Index.
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You seek an investment for which there will be a liquid secondary market.
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You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take BAC's credit risk, as guarantor of the notes.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-4
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
1)
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a Starting Value of 100.00 for the Index;
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2)
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a Call Value of 100.00 for the Index;
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3)
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a Threshold Value of 100.00 for the Index;
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4)
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an expected term of the notes of approximately three years, if the notes are not called on one of the first two Call Observation Dates;
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5)
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a Call Premium of 9.00% of the principal amount if the notes are called on the first Call Observation Date; 18.00% if called on the second Call Observation Date; and 27.00% if called on the final Call Observation Date (in each case, the midpoint of the applicable Call Premium range); and
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6)
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the Call Observation Dates occurring approximately one, two and three years after the pricing date.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-5
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Notes Are Called on a Call Observation Date
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Notes Are Not Called on Any Call Observation Date
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Example 1
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Example 2
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Example 3
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Example 4
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Starting Value of the Index
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100.00
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100.00
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100.00
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100.00
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Call Value of the Index
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100.00
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100.00
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100.00
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100.00
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Threshold Value of the Index
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100.00
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100.00
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100.00
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100.00
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Observation Value of the Index on the first Call Observation Date
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110.00
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80.00
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80.00
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80.00
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Observation Value of the Index on the second Call Observation Date
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N/A
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102.00
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85.00
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85.00
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Observation Value of the Index on the final Call Observation Date
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N/A
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N/A
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110.00
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50.00
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Return of the Index
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10.00%
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2.00%
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10.00%
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-50.00%
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Return of the Notes
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9.00%
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18.00%
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27.00%
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-50.00%
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Call Payment / Redemption Amount per Unit
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$10.90
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$11.80
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$12.70
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$5.00
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Autocallable Strategic Accelerated Redemption Securities®
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TS-6
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
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If the notes are not called, you will lose a portion, or possibly all, of the principal amount, depending on the performance of the Market Measure.
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Your investment return is limited to the return represented by the applicable Call Premium and may be less than a comparable investment directly in the stocks included in the Index.
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Payments on the notes will not reflect changes in the value of the Market Measure other than on the Call Observation Dates.
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If the notes are called, you will be subject to reinvestment risk, and you will lose the opportunity to receive any higher Call Premium that otherwise might have been payable on a later date.
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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.
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Payments on the notes are subject to our credit risk, and the credit risk of BAC, and any actual or perceived changes in our or BAC's creditworthiness are expected to affect the value of the notes. If we and BAC become insolvent or are unable to pay our respective obligations, you may lose your entire investment.
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We are a finance subsidiary and, as such, have no independent assets, operations or revenues.
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BAC's obligations under its guarantee of the notes will be structurally subordinated to liabilities of its subsidiaries.
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The notes issued by us will not have the benefit of any cross-default or cross-acceleration with other indebtedness of BofA Finance or BAC; events of bankruptcy or insolvency or resolution proceedings relating to BAC and covenant breach by BAC will not constitute an event of default with respect to the notes.
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The initial estimated value of the notes considers certain assumptions and variables and relies in part on certain forecasts about future events, which may prove to be incorrect. 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 and those of BAC, BAC's 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.
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The public offering price you pay for the notes will exceed 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, changes in BAC's internal funding rate, and the inclusion in the public offering price of the underwriting discount and costs associated with hedging the notes, all as further described in "Structuring the Notes" on page TS-13. 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.
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The initial estimated value does not represent a minimum or maximum price at which we, BAC, MLPF&S, BofAS or any of our other 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 and BAC's creditworthiness and changes in market conditions.
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A trading market is not expected to develop for the notes. None of us, BAC, MLPF&S or BofAS 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.
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BAC and its affiliates' hedging and trading activities (including trades in shares of companies included in the Index) and any hedging and trading activities BAC or its affiliates engage in that are not for your account or on your behalf, may affect the market value and return of the notes and may create conflicts of interest with you.
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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.
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The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-7
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
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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.
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While BAC and our other affiliates may from time to time own securities of companies included in the Index, except to the extent that BAC's common stock is included in the Index, we, BAC and our other affiliates do not control any company included in the Index, and have not verified any disclosure made by any other company.
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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-51 of the accompanying product supplement.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-8
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Autocallable Strategic Accelerated Redemption Securities®
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TS-9
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Autocallable Strategic Accelerated Redemption Securities®
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TS-10
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Autocallable Strategic Accelerated Redemption Securities®
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TS-11
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Autocallable Strategic Accelerated Redemption Securities®
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TS-12
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
Autocallable Strategic Accelerated Redemption Securities®
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TS-13
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Autocallable Strategic Accelerated Redemption Securities®
Linked to the S&P 500® Index, due December , 2027 |
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There is no statutory, judicial, or administrative authority directly addressing the characterization of the notes.
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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 a callable single financial contract with respect to the Index.
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Under this characterization and tax treatment of the notes, a U.S. Holder (as defined in the prospectus) generally will recognize capital gain or loss upon maturity or upon a sale, exchange, or redemption of the notes prior to maturity. This capital gain or loss generally will be long-term capital gain or loss if you held the notes for more than one year.
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No assurance can be given that the Internal Revenue Service ("IRS") or any court will agree with this characterization and tax treatment.
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Under current IRS guidance, withholding on "dividend equivalent" payments (as discussed in the product supplement), if any, will not apply to notes that are issued as of the date of this term sheet unless such notes are "delta-one" instruments.
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Autocallable Strategic Accelerated Redemption Securities®
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TS-14
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