Bank of America Corporation (the "Corporation") filed a Current Report on Form 8-K (the "Form 8-K") with the U.S. Securities and Exchange Commission ("SEC") on March 15, 2018, announcing that the Corporation issued 94,000 shares of Series FF Preferred Stock (as defined in below).
Under the terms of the Series FF 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 FF 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 FF Preferred Stock. The restrictions are set forth in the Certificate of Designations described below.
On March 15, 2018, the Corporation filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware for the purpose of amending its Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, $0.01 par value per share (the "Series FF Preferred Stock"). The Series FF 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.
On March 15, 2018, the Corporation closed the sale of 2,350,000 Depositary Shares (the "Depositary Shares"), each representing a 1/25th interest in a share of the Series FF Preferred Stock. The terms of the offering of the Depositary Shares are described in the Corporation's Prospectus dated May 1, 2015, constituting a part of the Registration Statement on Form S-3 (Registration No. 333-202354), as supplemented by a Prospectus Supplement dated March 8, 2018. 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: http://www.morningstar.co.uk/uk/NSM.
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Contacts:
Bank of America
Michael Pressman, 980-386-5083
Assistant General Counsel
