Obligation America Bank Corporation 3% ( US06048WYJ34 ) en USD

America Bank Corporation

100 % ▼

Etas-Unis

US06048WYJ34 ( en USD )

3% par an ( paiement semestriel )

21/06/2022 - Obligation échue

Prospectus brochure de l'obligation Bank of America Corporation US06048WYJ34 en USD 3%, échue

1 000 USD

06048WYJ3

N/A

Bank of America Corporation est une société de services financiers multinationale américaine offrant une large gamme de produits et services bancaires aux particuliers, aux entreprises et aux institutions financières, notamment des services de dépôt, de prêt, d'investissement et de gestion de patrimoine.

L'Obligation émise par America Bank Corporation ( Etas-Unis ) , en USD, avec le code ISIN US06048WYJ34, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/06/2022

424B2 1 e3290_424b2.htm PRICING SUPPLEMENT

Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated June 29, 2018
Registration Statement No. 333-224523
and Series N Prospectus Supplement dated June 29, 2018)
December 19, 2018
$14,583,000
Step Up Callable Notes, due June 21, 2022
·
The notes are senior unsecured debt securities issued by Bank of America Corporation ("BAC"). All payments and the return of
the principal amount on the notes are subject to our credit risk.
·
The notes will mature on June 21, 2022. At maturity, if the notes have not been previously redeemed, you will receive a cash
payment equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
Interest will be paid on June 21 and December 21 of each year, commencing on June 21, 2019, with the final interest payment
date occurring on the maturity date.
·
The notes will accrue interest at the following rates per annum during the indicated periods of their term:
o December 21, 2018 to but excluding December 21, 2019:
3.00%;
o December 21, 2019 to but excluding December 21, 2020:
4.00%; and
o December 21, 2020 to but excluding June 21, 2022:
5.00%.
·
We have the right to redeem all, but not less than all, of the notes on December 21, 2019, and on each subsequent interest
payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus any
accrued and unpaid interest.
·
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 06048WYJ3.
The notes:
Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note
Total
Public Offering Price
100.000%

$ 14,583,000.00
Underwriting Discount
0.388%

$ 56,582.04
Proceeds (before expenses) to BAC
99.612%

$ 14,526,417.96

The notes are unsecured and are not savings accounts, deposits, or other obligations of a bank. The notes are not guaranteed by Bank
of America, N.A. or any other bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency,
and involve investment risks. Potential purchasers of the notes should consider the information in "Risk Factors" beginning on page PS-4
of this pricing supplement, page S-5 of the attached prospectus supplement, and page 9 of the attached prospectus.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or
disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus
supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We will deliver the notes in book-entry form only through The Depository Trust Company on December 21, 2018 against
payment in immediately available funds.
Series N MTN prospectus supplement dated June 29, 2018 and prospectus dated June 29, 2018
BofA Merrill Lynch

SUMMARY OF TERMS
This pricing supplement supplements the terms and conditions in the prospectus, dated June 29, 2018, as
supplemented by the Series N prospectus supplement, dated June 29, 2018 (as so supplemented, together with all documents
incorporated by reference, the "prospectus"), and should be read with the prospectus.
· Title of the Series:
Step Up Callable Notes, due June 21, 2022
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

· Aggregate Principal Amount
$14,583,000
Initially Being Issued:
· Issue Date:
December 21, 2018
· CUSIP No.:
06048WYJ3
· Maturity Date:
June 21, 2022
· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000
· Ranking:
Senior, unsecured
· Day Count Fraction:
30/360
· Interest Periods:
Semi-annually. Each interest period (other than the first interest period, which
will begin on the issue date) will begin on, and will include, an interest payment
date, and will extend to, but will exclude, the next succeeding interest payment
date (or the maturity date, as applicable).
· Interest Payment Dates:
June 21 and December 21 of each year, beginning on June 21, 2019, with the
final interest payment date occurring on the maturity date.
· Interest Rates:
The notes will accrue interest during the following periods at the following rates
per annum:

Dates:
Annual Rate:
December 21, 2018 to but excluding
3.00%
December 21, 2019
December 21, 2019 to but excluding
4.00%
December 21, 2020
December 21, 2020 to but excluding
5.00%
June 21, 2022

PS-2

· Optional Early Redemption:
We have the right to redeem all, but not less than all, of the notes on December
21, 2019, and on each subsequent interest payment date (other than the
maturity date). The redemption price will be 100% of the principal amount of the
notes, plus any accrued and unpaid interest. In order to call the notes, we will
give notice at least five business days but not more than 60 calendar days before
the specified early redemption date.
· Business Days:
If any interest payment date, any early redemption date, or the maturity date
occurs on a day that is not a business day in New York, New York, then the
payment will be postponed until the next business day in New York, New York.
No additional interest will accrue on the notes as a result of such postponement,
and no adjustment will be made to the length of the relevant interest period.
· Repayment at Option of Holder:
None
· Record Dates for Interest Payments:
For book-entry only notes, one business day in New York, New York prior to the
payment date. If notes are not held in book-entry only form, the record dates
will be the fifteenth calendar day preceding such interest payment date, whether
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

or not such record date is a business day.
· Calculation Agent:
Merrill Lynch Capital Services, Inc.
· Listing:
None
Certain capitalized terms used and not defined in this document have the meanings ascribed to them in the
prospectus supplement and prospectus. Unless otherwise indicated or unless the context requires otherwise, all references
in this pricing supplement to "we," "us," "our," or similar references are to Bank of America Corporation.

PS-3

RISK FACTORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your
decision to purchase the notes should be made only after carefully considering the risks of an investment in the notes,
including those discussed below, with your advisors in light of your particular circumstances. The notes are not an
appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in
general.
The notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any
interest payment date on or after December 21, 2019 (other than the maturity date). If you intend to purchase the notes,
you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to redeem the
notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that
which we would pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the
notes. No further payments will be made on the notes after they have been redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the
redemption in an investment with a return that is as high as the return on the notes would have been if they had not been
redeemed, or that has a similar level of risk.
Step-up notes present different investment considerations than fixed-rate notes. The rate of interest paid by us
on the notes will increase upward from the initial stated rate of interest on the notes. The notes are callable by us, in whole
but not in part, prior to maturity and, therefore, contain the redemption risk described above. If we do not call the notes,
the interest rate will step up as described on the cover of this pricing supplement. Unless general interest rates rise
significantly, you should not expect to earn the highest scheduled interest rate set forth on the cover of this pricing
supplement because the notes are likely to be called prior to maturity if interest rates remain the same or fall during their
term. When determining whether to invest in a step-up fixed rate note, you should not focus on the highest stated interest
rate, which usually is the final step-up rate of interest. You should instead consider, among other things, the overall annual
percentage rate of interest to maturity or the various potential redemption dates as compared to other investment
alternatives.
Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness
are expected to affect the value of the notes. The notes are our senior unsecured debt securities. As a result, your receipt
of all payments of interest and principal on the notes is dependent upon our ability to repay our obligations on the
applicable payment date. No assurance can be given as to what our financial condition will be at any time during the term
of the notes or on the maturity date. If we become unable to meet our financial obligations as they become due, you may not
receive the amounts payable under the terms of the notes.
Our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in our credit spreads prior
to the maturity date of the notes may adversely affect the market value of the notes. However, because your return on the
notes depends upon factors in addition to our ability to pay our obligations, such as the difference between the interest
rates accruing on the notes and current market interest rates, an improvement in our credit ratings will not reduce the
other investment risks related to the notes.
We have included in the terms of the notes the costs of developing, hedging, and distributing them, and the
price, if any, at which you may sell the notes in any secondary market transaction will likely be lower than the
public offering price due to, among other things, the inclusion of these costs. In determining the economic terms of the
notes, and consequently the potential return on the notes to you, a number of factors are taken

PS-4
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

into account. Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the
selling agent or another purchaser might be willing to purchase the notes in a secondary market transaction is expected to
be lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and the
costs of unwinding any relating hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.
We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list
the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether that
market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors. The
number of potential buyers of the notes in any secondary market may be limited. We anticipate that our affiliate, Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), will act as a market-maker for the notes, but neither MLPF&S nor
any of our other affiliates is required to do so. MLPF&S may discontinue its market-making activities as to the notes at any
time. To the extent that MLPF&S engages in any market-making activities, it may bid for or offer the notes. Any price at
which MLPF&S may bid for, offer, purchase, or sell any notes may differ from the values determined by pricing models that
it may use, whether as a result of dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed
transactions may affect the prices, if any, at which the notes might otherwise trade in the market.
In addition, if at any time MLPF&S were to cease acting as a market-maker for the notes, it is likely that there would
be significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a
case, the price at which the notes could be sold likely would be lower than if an active market existed and you should be
prepared to hold the notes until maturity.
Many economic and other factors will impact the market value of the notes. The market for, and the market
value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest
rates, which may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital
markets generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
Our trading and hedging activities may create conflicts of interest with you. We or one or more of our affiliates,
including MLPF&S, may engage in trading activities related to the

PS-5

notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks
associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with
one of our subsidiaries or affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging
activity, which could be more or less than initially expected, but which could also result in a loss for the hedging
counterparty. These trading and hedging activities may present a conflict of interest between your interest in the notes and
the interests we and our affiliates may have in our proprietary accounts, in facilitating transactions for our other customers,
and in accounts under our management.

PS-6
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

U.S. FEDERAL INCOME TAX SUMMARY
The following summary of the material U.S. federal income tax considerations of the acquisition, ownership, and
disposition of the notes is based upon the advice of Sidley Austin LLP, our tax counsel. The following discussion is not
exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary
regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service
(the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to
change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not
sustain, a position contrary to any of the tax consequences described below.
The following discussion supplements, is subject to the same qualifications and limitations as, and should be read
in conjunction with the discussion in the prospectus supplement under the caption "U.S. Federal Income Tax
Considerations," and in the prospectus under the caption "U.S. Federal Income Tax Considerations." To the extent
inconsistent, the following discussion supersedes the discussion in the prospectus supplement and the prospectus.
This discussion only applies to U.S. holders (as defined in the accompanying prospectus) that are not excluded from
the discussion of U.S. federal income taxation in the accompanying prospectus. In particular, this summary is directed
solely to U.S. holders that will purchase the notes upon original issuance and will hold the notes as capital assets within
the meaning of Section 1221 of the Code, which generally means as property held for investment. This summary assumes
that the issue price of the notes, as determined for U.S. federal income tax purposes, equals the principal amount thereof.
The notes will be treated as debt instruments for U.S. federal income tax purposes. The notes provide for an initial
fixed rate of interest that increases in subsequent periods. In addition, the notes provide us with the right to redeem the
notes on December 21, 2019 and on each subsequent interest payment date at a redemption price equal to 100% of the
principal amount of the notes, plus any accrued and unpaid interest. Solely for purposes of computing the yield and
maturity of a debt instrument, applicable Treasury regulations generally deem an issuer to exercise a call option in a
manner that minimizes the yield on the debt instrument. This assumption is made solely for U.S. federal income tax
purposes of determining whether the notes are issued with original issue discount ("OID") and is not an indication of our
intention to call or not to call the notes at any time. The yield on the notes would be minimized if we call the notes on
December 21, 2019. Accordingly, solely for purposes of determining the yield and maturity of the notes we are deemed to
exercise our right to redeem the notes on such date and the notes should be treated as maturing on that date. Therefore,
the notes should not be treated as having been issued with OID. If we do not call the notes on such date, solely for
purposes of determining the yield and maturity of the notes, the notes should be deemed to be retired and reissued for an
amount equal to their adjusted issue price on that date. This deemed retirement and reissuance should not result in any
taxable gain or loss to you. Solely for purposes of determining yield and maturity, the deemed reissued notes should be
subject to the rules discussed above. By application of those rules, the deemed reissued notes should be treated as fixed
debt instruments not bearing OID. The same analysis would apply to the December 21, 2020 interest rate step up date.
You should consult the discussion under "U.S. Federal Income Tax Considerations--Taxation of Debt Securities--
Consequences to U.S. Holders" as it relates to fixed rate debt instruments not bearing OID in the accompanying prospectus
for a description of the consequences to you of the ownership and disposition of the notes.
Upon the sale, exchange, retirement, or other disposition of a note, a U.S. holder will recognize gain or loss equal to
the difference between the amount realized upon the sale,

PS-7

exchange, retirement, or other disposition (less an amount equal to any accrued interest not previously included in income
if the note is disposed of between interest payment dates, which will be included in income as interest income for
U.S. federal income tax purposes) and the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in
a note generally will be the cost of the note to such U.S. holder, increased by any OID, market discount, de minimis OID, or
de minimis market discount previously included in income with respect to the note, and decreased by the amount of any
premium previously amortized to reduce interest on the note and the amount of any payment (other than a payment of
qualified stated interest) received in respect of the note.
Except as discussed in the prospectus with respect to market discount, gain or loss realized on the sale, exchange,
retirement, or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if the
note has been held for more than one year. The ability of U.S. holders to deduct capital losses is subject to limitations
under the Code.
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring,
owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or
other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

VALIDITY OF THE NOTES
In the opinion of McGuireWoods LLP, as counsel to BAC, when the trustee has made an appropriate entry on the
schedule to the master global note that represents the notes (the "Master Note") identifying the notes offered hereby as
supplemental obligations thereunder in accordance with the instructions of BAC, and the notes have been delivered against
payment therefor as contemplated in this pricing supplement and the related prospectus and prospectus supplement, all in
accordance with the provisions of the indenture governing the notes, such notes will be the legal, valid and binding
obligations of BAC, subject to the effect of applicable bankruptcy, insolvency (including laws relating to preferences,
fraudulent transfers and equitable subordination), reorganization, moratorium and other similar laws affecting creditors'
rights generally, and to general principles of equity. This opinion is given as of the date hereof and is limited to the laws of
the State of New York and the Delaware General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) as in effect on the date
hereof. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and
delivery of the indenture governing the notes and due authentication of the Master Note, the validity, binding nature and
enforceability of the indenture governing the notes with respect to the trustee, the legal capacity of individuals, the
genuineness of signatures, the authenticity of all documents submitted to McGuireWoods LLP as originals, the conformity to
original documents of all documents submitted to McGuireWoods LLP as copies thereof, the authenticity of the originals of
such copies and certain factual matters, all as stated in the letter of McGuireWoods LLP dated April 30, 2018, which has
been filed as an exhibit to BAC's Registration Statement relating to the notes filed with the Securities and Exchange
Commission on April 30, 2018.

Sidley Austin LLP, New York, New York, is acting as counsel to MLPF&S and as special tax counsel to BAC.

PS-8

SUPPLEMENTAL PLAN OF DISTRIBUTION--CONFLICTS OF INTEREST
Our broker-dealer subsidiary, MLPF&S, will act as our selling agent in connection with the offering of the notes. The
selling agent is a party to the Distribution Agreement described in the "Supplemental Plan of Distribution (Conflicts of
Interest)" beginning on page S-18 of the accompanying prospectus supplement.
The selling agent will receive the compensation set forth on the cover page of this pricing supplement as to the notes
sold through its efforts. The selling agent is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA").
Accordingly, the offering of the notes will conform to the requirements of FINRA Rule 5121.
The selling agent is not acting as your fiduciary or advisor solely as a result of the offering of the notes, and you
should not rely upon any communication from the selling agent in connection with the notes as investment advice or a
recommendation to purchase the notes. You should make your own investment decision regarding the notes after
consulting with your legal, tax, and other advisors.
Under the terms of our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us on the issue
date as principal at the purchase price indicated on the cover of this pricing supplement, less the indicated underwriting
discount.
MLPF&S may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated
with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more
additional broker-dealers. MLPF&S has informed us that these discounts may vary from dealer to dealer and that not all
dealers will purchase or repurchase the notes at the same discount.
MLPF&S and any of our other broker-dealer affiliates may use this pricing supplement, and the accompanying
prospectus supplement and prospectus for offers and sales in secondary market transactions and market-making
transactions in the notes. However, they are not obligated to engage in such secondary market transactions and/or market-
making transactions. Our affiliates may act as principal or agent in these transactions, and any such sales will be made at
prices related to prevailing market prices at the time of the sale.
None of this pricing supplement, the accompanying prospectus supplement nor the accompanying prospectus is a
prospectus for the purposes of the Prospectus Directive (as defined below). This pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

"Relevant Member State") will only be made to a legal entity which is a qualified investor under the Prospectus Directive
("Qualified Investors"). Accordingly any person making or intending to make an offer in that Relevant Member State of notes
which are the subject of the offering contemplated in this pricing supplement, the accompanying prospectus supplement
and the accompanying prospectus may only do so with respect to Qualified Investors. Neither BAC nor the selling agent
have authorized, nor do they authorize, the making of any offer of notes other than to Qualified Investors. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors The notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the
meaning of Directive 2002/92/EC (the Insurance Mediation Directive), as amended, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently no key information document required by Regulation (EU) No

PS-9

1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The communication of this pricing supplement, the accompanying prospectus supplement, the accompanying
prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and
such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the
United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication
of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom
who have professional experience in matters relating to investments and who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or
who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only available
to, and any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement
and the accompanying prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom
that is not a relevant person should not act or rely on this pricing supplement, the accompanying prospectus supplement or
the accompanying prospectus or any of their contents.

MLPF&S REORGANIZATION
The current business of MLPF&S is expected to be reorganized into two affiliated broker-dealers: MLPF&S and a new
broker dealer, BofAML Securities, Inc. ("BofAMLS"). Under the contemplated reorganization, BofAMLS would become the
new legal entity for the institutional services that are now provided by MLPF&S. MLPF&S would assign its rights and
obligations as selling agent for the notes under our distribution agreement to BofAMLS effective on the "Transfer Date." As
such, beginning on the Transfer Date, the institutional services currently being provided by MLPF&S, including acting as
selling agent for the notes, acting as principal or agent in secondary market-making transactions for the notes, and entering
into hedging arrangements with respect to the notes, are expected to be provided by BofAMLS. Accordingly, references to
MLPF&S in this pricing supplement as such references relate to MLPF&S's institutional services, such as those described
above, should be read as references to BofAMLS to the extent these services are to be performed on or after the Transfer
Date.

PS-10

EVENTS OF DEFAULT AND RIGHTS OF ACCELERATION
If an event of default (as defined in the Senior Indenture) occurs and is continuing, holders of the notes may
accelerate the maturity of the notes, as described under "Description of Debt Securities-Events of Default and Rights of
Acceleration" in the prospectus. Upon an event of default, you will be entitled to receive only your principal amount, and
accrued and unpaid interest, if any, through the acceleration date. In case of an event of default, the notes will not bear a
default interest rate. If a bankruptcy proceeding is commenced in respect of us, your claim may be limited, under the U.S.
Bankruptcy Code, to the original public offering price of the notes.
https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

PS-11

https://www.sec.gov/Archives/edgar/data/70858/000089109218009277/e3290_424b2.htm[12/24/2018 9:11:17 AM]

Document Outline

#1">
- #1">