Terms

Series

Series EE

Liquidation Preference

$25.00

Coupon Rate

6%

Rate Type

Fixed

Annual Dividend

$1.50

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

March 1, 2024

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of The Issuer; Pari Passu With: Other Outstanding Series Of Preferred Stock; Senior To: Common Stock, Capital Stock Junior To The Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.0025

Shares Offered

74,000,000

Prospectus Summary

Bank of America Corporation is offering 74,000,000 depositary shares, each representing a 1/400th interest in a share of its perpetual 6.00% Non-Cumulative Preferred Stock, Series EE, with a liquidation preference of $25 per depositary share. The fixed 6.00% annual dividend equates to $0.375 per depositary share per quarter, payable on March 1, June 1, September 1, and December 1, beginning June 1, 2019, subject to board declaration. Critically, dividends are non-cumulative — if the board elects not to declare a dividend for any period, that payment is permanently lost and holders have no future claim for it. As a holding company issue, the Series EE Preferred Stock sits above common stock and junior capital stock in the capital stack but is subordinate to all of Bank of America's existing and future debt obligations; holders are also structurally subordinated to creditors of the company's operating subsidiaries. The preferred stock is callable at par ($25 per depositary share) on any dividend payment date on or after March 1, 2024. Additionally, Bank of America may redeem all (not part) of the shares within 90 days of a 'capital treatment event' — if a regulatory or legislative change creates more than an insubstantial risk that the shares will no longer qualify as Additional Tier 1 capital — subject to Federal Reserve approval. At the $25 offering price, the effective yield is 6.00%. Dividends are expected to qualify for the preferential qualified dividend income (QDI) rate for individual holders (15%/20% depending on income) and for the 50% dividends-received deduction (DRD) for corporate holders, though neither is guaranteed. Dividends are paid quarterly on the first of March, June, September, and December, with record dates set by the board no more than 30 days prior. The dividend stopper provision prevents Bank of America from paying dividends on or repurchasing common or junior stock unless full Series EE dividends for the most recently completed period have been declared and paid.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full dividends on the Series EE Preferred Stock for the most recently completed dividend period have not been declared and paid, the issuer cannot pay dividends on or repurchase its common stock or any other junior capital stock, with limited exceptions.

Other Preferreds from JPMorgan Chase & Co

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 64 (Strong)