CHARLOTTE, N.C.–(Business Wire)–Bank of America Corporation (the “Corporation”) informed its securities holders that it has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”) on January 28, 2021 (the “Form 8-K”), announcing that, on January 28, 2021:
- the Corporation issued 36,600 shares of Series PP Preferred Stock (as defined below). Under the terms of the Series PP Preferred Stock, the ability of the Corporation to declare or pay dividends on, declare or make distributions with respect to, or repurchase, redeem or otherwise acquire for consideration, shares of its common stock or any preferred stock ranking on a parity with or junior to the Series PP Preferred Stock, will be subject to certain restrictions in the event that the Corporation fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series PP Preferred Stock. The restrictions are set forth in the Certificate of Designations described below.
- the Corporation filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to amend its Restated Certificate of Incorporation. The Certificate of Designations fixes the designations, preferences, limitations and relative rights of the Corporation’s 4.125% Non-Cumulative Preferred Stock, Series PP, $0.01 par value per share (the “Series PP Preferred Stock”). The Series PP Preferred Stock has a liquidation preference of $25,000 per share. The Certificate of Designations is attached to the Form 8-K as Exhibit 3.1.
- the Corporation sold 36,600,000 Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Series PP Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation’s Prospectus dated June 29, 2018, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-224523), as supplemented by a Prospectus Supplement dated January 21, 2021. Additional exhibits are filed with the Form 8-K in connection with the offering, issuance and sale of the Depositary Shares.
Bank of America Corporation makes available all of its SEC filings on its website: http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-irhome.
The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov. A copy of the document will also be available on the National Storage Mechanism’s website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Amanda D. Daniel, North Carolina Certified Paralegal, Bank of America, Office +1 980.388.5923
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