BANK OF AMERICA CORPORATION This pricing supplement, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these Notes in any country or jurisdiction where such an offer would not be permitted.
Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index
- Approximate 5 year term if not called prior to maturity.
- Payments on the Notes will depend on the individual performance of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index (each an "Underlying").
- Con ngent coupon rate of between [5.35% and 5.70%] per annum (between [0.44584% and 0.47500%] per month) payable monthly if the closing level of each Underlying on the applicable Observa on Date is greater than or equal to 70% of its Star ng Value. The actual con ngent coupon will be determined on the pricing date.
- Beginning in August 2020, automa cally callable quarterly for an amount equal to the principal amount plus the relevant con ngent coupon if the closing level of each Underlying is greater than or equal to its Star ng Value on any Observa on Date occurring in February, May, August and November of each year (other than the final Observation Date).
- Assuming the Notes are not called prior to maturity, if any Underlying declines by more than 40% from its Star ng Value, at maturity your investment will be subject to a 1:1 downside, with up to 100% of the principal at risk; otherwise, at maturity investors will receive the principal amount and, if payable, the applicable contingent coupon.
- All payments on the Notes are subject to the credit risk of BofA Finance LLC ("BofA Finance") and Bank of America Corpora on ("BAC" or the "Guarantor").
- The Notes are expected to price on August 21, 2019, expected to issue on August 26, 2019 and expected to mature on August 26, 2024.
- The Notes will not be listed on any securities exchange.
- CUSIP No. 09709TUU3
The initial estimated value of the Notes as of the pricing date is expected to be between $920 and $950 per Note, which is less than the public offering price listed below.
The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. See "Risk Factors" beginning on page PS-9 of this pricing supplement and "Structuring the Notes" on page PS-22 of this pricing supplement for additional information. Potential purchasers of the Notes should consider the information in "Risk Factors" beginning on page PS-9 of this pricing supplement, page PS-5 of the accompanying product supplement, page S-4 of the accompanying prospectus supplement, and page 7 of the accompanying prospectus.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if this Note Prospectus (as defined on page PS-25) is truthful or complete. Any representation to the contrary is a criminal offense.
Public offering price(1) | Underwriting discount(1) | Proceeds, before expenses, to BofA Finance | |
Per Note | $1,000 | $42.50 | $957.50 |
Total | |||
- Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The public offering price for investors purchasing the Notes in these fee-based advisory accounts may be as low as $957.50 per Note.
The Notes and the related guarantee:
Are Not FDIC Insured | Are Not Bank Guaranteed | May Lose Value |
Selling Agent
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index
Terms of the Notes
The Con ngent Income Auto-Callable Yield Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index (the "Notes") provide a monthly Con ngent Coupon Payment of between [$4.4584 and $4.7500] on the applicable Con ngent Payment Date if, on any monthly Observa on Date, the Observa on Value of each Underlying is greater than or equal to its Coupon Barrier. The actual Con ngent Coupon Payment will be determined on the pricing date. Beginning in August 2020, if the Observa on Value of each Underlying is greater than or equal to its Star ng Value on any Observa on Date occurring in February, May, August and November of each year (other than the final Observa on Date), the Notes will be automa cally called, in whole but not in part, at 100% of the principal amount, together with the relevant Con ngent Coupon Payment. No further amounts will be payable following an Automa c Call. If the Notes are not automatically called prior to maturity and the Least Performing Underlying declines by more than 40% from its Starting Value, there is full exposure to declines in the Least Performing Underlying, and you will lose a significant por on or all of your investment in the Notes. Otherwise, at maturity you will receive the principal amount and, if payable, the final Con ngent Coupon Payment. The Notes are not tradi onal debt securi es and it is possible that the Notes will not pay any Con ngent Coupon Payments, and you may lose a significant por on or all of your principal amount at maturity. Any payments on the Notes will be calculated based on $1,000 in principal amount of Notes and will depend on the performance of the Underlyings, subject to our and BAC's credit risk.
Issuer: | BofA Finance |
Guarantor: | BAC |
Denominations: | The Notes will be issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof. |
Term: | Approximately 5 years, unless previously automatically called. |
Underlyings: | The Dow Jones Industrial Average® (the "INDU") (Bloomberg symbol: "INDU"), the NASDAQ-100® Index (the "NDX") (Bloomberg |
symbol: "NDX") and the Russell 2000® Index (the "RTY") (Bloomberg symbol: "RTY"), each a price return index. | |
Pricing Date*: | August 21, 2019 |
Issue Date*: | August 26, 2019 |
Valuation Date*: | August 21, 2024, subject to postponement as described under "Description of the Notes-Certain Terms of the Notes-Events Relating |
to Observation Dates" of the accompanying product supplement. If the Valuation Date is not a business day, the Valuation Date will be | |
postponed to the next business day. | |
Maturity Date*: | August 26, 2024 |
Starting Value: | With respect to each Underlying, its closing level on the pricing date. |
Observation Value: | With respect to each Underlying, its closing level on the applicable Observation Date. |
Ending Value: | With respect to each Underlying, its closing level on the Valuation Date, as determined by the calculation agent. |
Coupon Barrier: | With respect to each Underlying, 70% of its Starting Value. |
Threshold Value: | With respect to each Underlying, 60% of its Starting Value. |
Contingent Coupon Payment: | If, on any monthly Observation Date, the Observation Value of each Underlying is greater than or equal to its Coupon Barrier, we will |
pay a Contingent Coupon Payment of between [$4.4584 and $4.7500] per $1,000 in principal amount (equal to a rate of between | |
[0.44584% and 0.47500%] per month or between [5.35% and 5.70%] per annum) on the applicable Contingent Payment Date. The | |
actual Contingent Coupon Payment will be determined on the pricing date. | |
Automatic Call: | Beginning in August 2020, all (but not less than all) of the Notes will be automatically called if the Observation Value of each |
Underlying is greater than or equal to its Starting Value on any Observation Date occurring in February, May, August and November of | |
each year (other than the final Observation Date). If the Notes are automatically called, the Early Redemption Amount will be paid on | |
the applicable Contingent Payment Date. No further amounts will be payable following an Automatic Call. | |
Early Redemption Amount: | For each $1,000 in principal amount of Notes, $1,000 plus the applicable Contingent Coupon Payment. |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-2 | |
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index
Redemption Amount: | If the Notes have not been automatically called prior to maturity, the Redemption Amount per $1,000 principal amount of Notes will | ||
be: | |||
a) | If the Ending Value of the Least Performing Underlying is greater than or equal to its Threshold Value: | ||
$1,000; plus, if the Ending Value of the Least Performing Underlying is greater than or equal to its Coupon Barrier, | |||
the final Contingent Coupon Payment. | |||
b) | If the Ending Value of the Least Performing Underlying is less than its Threshold Value: | ||
$1,000 + ($1,000 x Underlying Return of the Least Performing Underlying) | |||
In this case, the Redemption Amount will be less than 60% of the principal amount and could be zero. | |||
Observation Dates*: | As set forth on page PS-4. | ||
Contingent Payment Dates*: | As set forth on page PS-4. | ||
Calculation Agent: | BofA Securities, Inc. ("BofAS"), an affiliate of BofA Finance. | ||
Selling Agent: | BofAS. | ||
CUSIP: | 09709TUU3 | ||
Underlying Return: | With respect to each Underlying, | ||
Least Performing Underlying: | The Underlying with the lowest Underlying Return. | ||
Events of Default and | If an Event of Default, as defined in the senior indenture and in the sec on en tled "Events of Default and Rights of Accelera on" | ||
Acceleration: | beginning on page 35 of the accompanying prospectus, with respect to the Notes occurs and is con nuing, the amount payable to a | ||
holder of the Notes upon any accelera on permi ed under the senior indenture will be equal to the amount described under the | |||
cap | on "-Redemp on Amount" above, calculated as though the date of accelera on were the Maturity Date of the Notes and as | ||
though the Valua on Date were the third trading day prior to the date of accelera on. We will also determine whether the final | |||
Con | ngent Coupon Payment is payable based upon the levels of the Underlyings on the deemed Valua on Date; any such final | ||
Con | ngent Coupon Payment will be prorated by the Calcula on Agent to reflect the length of the final con ngent payment period. In | ||
case of a default in the payment of the Notes, whether at their maturity or upon accelera on, the Notes will not bear a default interest | |||
rate. | |||
*Subject to change. |
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-3
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index
Observation Dates and Contingent Payment Dates
Observation Dates*
September 23, 2019
October 21, 2019
November 21, 2019
December 23, 2019
January 21, 2020
February 21, 2020
March 23, 2020
April 21, 2020
May 21, 2020
June 22, 2020
July 21, 2020
August 21, 2020***
September 21, 2020
October 21, 2020
November 23, 2020***
December 21, 2020
January 21, 2021
February 22, 2021***
March 22, 2021
April 21, 2021
May 21, 2021***
June 21, 2021
July 21, 2021
August 23, 2021***
September 21, 2021
October 21, 2021
November 22, 2021***
December 21, 2021
January 21, 2022
February 22, 2022***
March 21, 2022
April 21, 2022
May 23, 2022***
June 21, 2022
July 21, 2022
August 22, 2022***
Contingent Payment Dates**
September 26, 2019
October 24, 2019
November 26, 2019
December 27, 2019
January 24, 2020
February 26, 2020
March 26, 2020
April 24, 2020
May 27, 2020
June 25, 2020
July 24, 2020
August 26, 2020
September 24, 2020
October 26, 2020
November 27, 2020
December 24, 2020
January 26, 2021
February 25, 2021
March 25, 2021
April 26, 2021
May 26, 2021
June 24, 2021
July 26, 2021
August 26, 2021
September 24, 2021
October 26, 2021
November 26, 2021
December 24, 2021
January 26, 2022
February 25, 2022
March 24, 2022
April 26, 2022
May 26, 2022
June 24, 2022
July 26, 2022
August 25, 2022
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-4
Contingent Income Auto-Callable Yield Notes Linked to the Least Performing of the Dow Jones Industrial Average®, the NASDAQ-100® Index and the Russell 2000® Index
September 21, 2022
October 21, 2022
November 21, 2022***
December 21, 2022
January 23, 2023
February 21, 2023***
March 21, 2023
April 21, 2023
May 22, 2023***
June 21, 2023
July 21, 2023
August 21, 2023***
September 21, 2023
October 23, 2023
November 21, 2023***
December 21, 2023
January 22, 2024
February 21, 2024***
March 21, 2024
April 22, 2024
May 21, 2024***
June 21, 2024
July 22, 2024
August 21, 2024 (the "Valuation Date")
September 26, 2022
October 26, 2022
November 25, 2022
December 27, 2022
January 26, 2023
February 24, 2023
March 24, 2023
April 26, 2023
May 25, 2023
June 26, 2023
July 26, 2023
August 24, 2023
September 26, 2023
October 26, 2023
November 27, 2023
December 27, 2023
January 25, 2024
February 26, 2024
March 26, 2024
April 25, 2024
May 24, 2024
June 26, 2024
July 25, 2024
August 26, 2024 (the "Maturity Date")
* The Observation Dates are subject to postponement as set forth in "Description of the Notes-Certain Terms of the Notes-Events Relating to Observation Dates"
on page PS-19 of the accompanying product supplement. If an Observation Date is not a business day, such Observation Date will be postponed to the next business day.
- Postponement of a monthly Observation Date will not cause the postponement of the Contingent Payment Date relating to such Observation Date.
-
The Notes will be automatically called on such date if the Observation Value of each Underlying is greater than or equal to its Starting Value. If the Notes are automatically called, the Early Redemption Amount will be paid on the applicable Contingent Payment Date. No further amounts will be payable following an automatic call.
Any payments on the Notes depend on the credit risk of BofA Finance, as issuer, and BAC, as guarantor, and on the performance of the Underlyings. The economic terms of the Notes are based on BAC's internal funding rate, which is the rate it would pay to borrow funds through the issuance of market-linked Notes, and the economic terms of certain related hedging arrangements BAC's affiliates enter into. BAC's internal funding rate is typically lower than the rate it would pay when it issues conven onal fixed or floa ng rate debt securi es. This difference in funding rate, as well as the underwri ng discount, referral fee and the hedging related charges described below (see "Risk Factors" beginning on page PS-8), will reduce the economic terms of the Notes to you and the ini al es mated value of the Notes. Due to these factors, the public offering price you pay to purchase the Notes will be greater than the initial estimated value of the Notes as of the pricing date.
The ini al es mated value range of the Notes as of the date of this pricing supplement is set forth on the cover page of this pricing supplement. The final pricing supplement will set forth the ini al es mated value of the Notes as of the pricing date. For more informa on about the ini al es mated value and the structuring of the Notes, see "Risk Factors" beginning on page PS-9 and "Structuring the Notes" on page PS-22.
CONTINGENT INCOME AUTO-CALLABLE YIELD NOTES | PS-5
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Bank of America Corporation published this content on 16 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2019 14:36:03 UTC
