Terms

Series

Series LL

Liquidation Preference

$25.00

Coupon Rate

4.625%

Rate Type

Fixed

Annual Dividend

$1.16

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 1, 2026

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, Any Capital Stock Expressly Designated As 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 4.625% Non-Cumulative Preferred Stock, Series LL, with a liquidation preference of $25 per depositary share ($10,000 per underlying preferred share). Dividends are paid at a fixed annual rate of 4.625% ($1.15625 per depositary share), payable quarterly on March 1, June 1, September 1, and December 1, beginning September 1, 2021. The stock is non-cumulative, meaning that if the board does not declare a dividend for any quarter, that dividend is permanently lost and holders have no right to recover it in future periods. The Series LL Preferred Stock ranks senior to Bank of America's common stock and any junior-designated capital stock, and on parity with its other outstanding preferred series. It is junior to all existing and future indebtedness of the holding company. As a holding company issuance, holders face structural subordination: in any subsidiary's insolvency, the subsidiary's creditors have priority over BofA's ability to upstream assets to preferred holders. A regulatory capital call provision allows the issuer to redeem the shares in whole (not in part) within 90 days of a 'capital treatment event' — broadly, a change in law or regulation that creates a meaningful risk that the shares will no longer qualify as Additional Tier 1 capital — subject to Federal Reserve approval. This provision could result in early redemption at par if banking capital rules change adversely. At the $25 offering price, the effective yield is 4.625% annually ($0.289 per depositary share per quarter). Dividends are expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate for eligible non-corporate U.S. holders, and for the 50% dividends-received deduction (DRD) for qualifying corporate holders, though neither is guaranteed. Record dates are set by the board not more than 30 days before each payment date. A dividend stopper provision prevents the company from paying dividends on common stock or junior capital stock — or repurchasing such stock — in any quarter where full Series LL dividends have not been declared and paid for the most recently completed period, providing a degree of protection for preferred holders, though the non-cumulative structure means missed dividends are not owed.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If the issuer fails to pay full dividends on the Preferred Stock for the most recently completed period, it cannot pay dividends on common stock or any junior preferred stock (other than stock dividends), and cannot repurchase or redeem common or junior/parity preferred stock, subject to limited exceptions.

Other Preferreds from JPMorgan Chase & Co

Div Score Breakdown

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